Required reading

1. EU: Transparency Directive, arts. 1–7

2. D: AktG, §§ 124, 125, 131, 132, 142(1), 145, 243(4), 258(1) and (2), 259(1)

3. UK: CA 2006, secs. 238(1), 355, 423(1), 430(1), 431, 441, 444–447, 463, 1112, 1136; FSA Disclosure and Transparency Rules, Rules 1.1.1, 1.3.4, 2.2.1, 2.3.2, 2.5, 3.1, 4.1.1, 4.1.5, 4.2.1, 4.2.2, 4.3.1, 4.3.2, 4.3.6, 6.1.2, 6.1.9; FSA Listing Rules, Rule 9.2.6, 9.6, 9.7A.1, 9.8.4, 9.8.6, 9.8.8, 10.3.1, 11.1.7

4. US: DGCL, §§ 219, 220; Exchange Act Rules 14a-3(a) and 14a-7(a); scan each item of Schedule 14A

The information rights of shareholders

In the previous chapter, we looked at the voting rights of shareholders. Before a shareholder can exercise a voting right, he must be able to make a decision about the matter up for vote, and this presupposes access to information. The information rights of shareholders come in three basic forms: (i) inspection upon request; (ii) routine, regular disclosure; and (iii) ad hoc disclosure of significant events. When a company is small and the shareholders are in close contact with the management, inspection upon request is a good way to obtain information because it is flexible and provides only what the shareholder needs. This type of inspection is provided for in different forms in the company law statutes of our three jurisdictions. When a company lists its securities on the capital market, however, the number of shareholders can dramatically increase and the geographical proximity of shareholders to management usually decreases.