Book contents
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- PART III Governing the corporation
- SUBPART A The management
- SUBPART B The members
- 16 Shareholder voting rights
- 17 Shareholder information rights
- 18 Shareholder meetings
- 19 Shareholder duties
- 20 Judicial enforcement of shareholder rights
- PART IV Corporate combinations, groups and takeovers
- References
- Index
16 - Shareholder voting rights
from SUBPART B - The members
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- PART III Governing the corporation
- SUBPART A The management
- SUBPART B The members
- 16 Shareholder voting rights
- 17 Shareholder information rights
- 18 Shareholder meetings
- 19 Shareholder duties
- 20 Judicial enforcement of shareholder rights
- PART IV Corporate combinations, groups and takeovers
- References
- Index
Summary
Required reading
EU: Directive 2007/36/EC, arts. 2(a), (c) and 4
D: AktG, §§ 53a, 101(1), 103(1), 119, 120(1), 122, 133, 134, 179(1), 182(1), 186(3), 262(1), 293(1)
UK: CA 2006, secs. 21, 22, 160, 168, 188, 190(1), 282, 283, 303, 314, 338, 339, 416(3), 439(1), 467(1), 489(4), 527, 551, 907(1), 922(1)
US: DGCL, §§ 211(b), 212, 214, 221, 228(a), 242(b), 251(c), 271(a), 275(c)
Why and on what do shareholders vote?
A shareholder's options: exit or voice?
Regardless of the law applicable to a corporation, a shareholder who has concerns about a company's management has two choices: sell the shares or voice the concerns. The concept pair “voice” and “exit” come from Professor Albert O. Hirschman's 1970 volume, Exit, Voice and Loyalty, and are standard categories for discussing the options of shareholders confronted with poorly managed companies. Exit is an “economics” solution, like switching bakeries when the bread is stale, while voice is a “political” solution, like voting for a more responsive government official. The action one tends to take is greatly determined by the nature of the relationship, and voice and exit tend to be inversely related. Where high barriers to exit are combined with free use of voice, such as (often is the case) in a family, the use of voice increases and that of exit decreases.
- Type
- Chapter
- Information
- Comparative Company LawText and Cases on the Laws Governing Corporations in Germany, the UK and the USA, pp. 467 - 509Publisher: Cambridge University PressPrint publication year: 2010