Overview

meeting
Dividend rights
Preemptive rights
Protection of minority shareholders
Shareholder’s right to claims

an “inherent part of membership”
The right of a shareholder to

vote on matters of corporate policy and who will make up the board of directors.
Voting often involves decisions on issuing securities, initiating corporate actions and making substantial changes in the corporation's operations.

are proportionate to the par value of the shares (§

134 (1) Aktiengesetz).
Preferred shares that confer no voting rights may be issued in accordance with the provisions of AktG.
Multiple voting rights shall be prohibited.
Decisions of the General meeting are taken by a majority of the votes.
The right to vote cannot be withdrawn.
Shareholder can transfer his power to vote to his custodian or a third party.

give to another person a power of attorney (Vollinacht) to

vote his shares at the meeting.
To give the bank authorization (Ermichtigung) to vote the shares.

of association (§ 179 Aktiengesetz); measures to increase and to

decrease the stated capital (§§ 182, 237 Aktiengesetz); consent to group contracts (§§ 291 et seq. Aktiengesetz); change of the corporate form (§ 13 Umwandlungsgesetz) or dissolution of the association (§ 262 Aktiengesetz).

The decisions that must be taken regularly. The appointment of the members of the supervisory board (§ 101 Aktiengesetz); the appropriation of retained earnings (§ 119 Aktiengesetz); the discharge from responsibility of the members of the board of management and the supervisory board (§ 120 Aktiengesetz) or the appointment of auditors (§ 163 Aktiengesetz).

Decisions in special cases. The appointment of special auditors (§ 142 Aktiengesetz), the removal of members of the supervisory board (§ 103 Aktiengesetz), taking decisions on managerial matters if the management board requests (§ 119 (2) Aktiengesetz).

the right to vote for themselves or for another person:

in case of the decision on the approval of his work;
in case of the decision of the release this person from obligations;
in case of the decision whether the company should make claim to this person.

of the Board to provide information about the affairs of

the joint stock company
The right of the Board to refuse to provide information
Judgment on the right to obtain information

those other shareholders receive.

dividends depend on board of managements’ decision
Preferred (V, VA

or Vz) – no right to vote, fixed dividends

to prepare annually a balance sheet and a profit and

loss statement


the report is submitted to the auditors
the financial report with auditors’ report and board of managers’ recommendations are submitted to the board of supervisors
final determination and adoption at shareholders meeting

amount of dividends = net profit - ( legal reserves + capital reserves )

a firm under which the current stockholders (shareholders) are given

the first option to buy a new issue of common stock (ordinary shares).
Enables to maintain shareholders their percentage of the total ownership of the firm
Usually exercised on the basis of current stockholding.
Also called subscription privilege or subscription right.

minority stakes in a company that is controlled by majority

shareholders.

Germany:
The Right to Information, Independent Auditing and Special Right to

Control by Minority Shareholders;
Influence on Decision-Making Process by Minority Shareholders;
Voting Rights of Minority Shareholders.

Control by Minority Shareholders
Right to request and receive information from

the management:
At the general meeting;
information should be essential for a shareholder;
Concerning to the item of agenda.

of shareholders
Right to call the external shareholder meeting
Right to publish

additional items on agenda

for shareholders to cast their votes.”
One-share, one-vote rule.

of the share capital) to transfer shares of minority shareholders

against the adequate compensation.
This request is resolved by shareholders meeting
If the compensation is not adequate (or it is not offered), the court shall set adequate cash compensation

information
The right to appeal decisions of the general meeting
The right

to make claims against the government on behalf of the company

has to provide information about the affairs of society to

each shareholder at the general meeting at his request, if it is necessary for a proper assessment of the issue of the agenda (§31AktG)
But in cases provided by law the management board of the company has the right not to give information to the shareholder
If the shareholder is denied in information, he can require that his question and base failure were recorded in the minutes of the meeting (§131AktG).
Denial of information by the board may be appealed in court (§132 AktG). In this case, the court checks the legality of denial of information.

are subject only to the decision of the general meeting

of shareholders or special solutions of certain groups of shareholders which are stated by law (§138 AktG)
Only shareholders who are present at the general meeting have the right to appeal decisions of the general meeting, if they have purchased shares before the publication of the agenda of the general meeting and have protested against its decision, which was introduced into the protocol of the meeting (§245 AktG)
The decision of the general meeting can not be appealed if the general meeting has confirmed its new decision, which was not challenged during the time limit for appeal, or by a court decision entered into force, which resulted in a denial of a claim (§ 244)

of the company
Unlike the right to appeal (challenge) decisions of

the general meeting, which is an individual right of shareholders, the law provides shareholders with the opportunity to carry out on its behalf the requirements of the company in respect of the company's creditors.
Creditors can be bodies of the company (the management board and the supervisory board) and also third persons (debtors of the society)