The Use of Shareholder Voting Rights During the General Assembly of Company Shareholders
Some financial products facilitate (“Financial Instruments”’) the use of voting rights that can be considered questionable under the law (“Questionable Uses of Voting Rights”). These Questionable Uses of Voting Rights become apparent when, using the Financial Instruments, an investor is in a negative voting situation. This situation occurs when an investor, being indifferent to the impact of his vote for the company (“Empty Voter”), uses his vote to implement a conflict of interest, sometimes by voting against the company interest. These Questionable Uses of Voting Rights also become apparent in the case of a hidden shareholding situation. This is where an investor is able to direct the vote on shares in a company without officially being a shareholder. Questionable Uses of Voting Rights highlight legally reprehensible conducts such as fraud and abuses of rights and power. To avoid Questionable Uses of Voting Rights, a number of measures can be taken. These include compulsory disclosure and limitations on voting rights.
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DBB - Demolin Brulard Barthelemy ; Report : Frederic Leplat (Attorney at Law, French Bar) and Jean Albert (Attorney at Law, New York Bar and Federal Courts) ; Provided specific reports : European Law : Sophie Robin-Olivier (Professor Paris X University) and Cécile Fargier (Attorney at Law, French Bar) ; Belgium : Yves Brulard (Attorney at Law, Belgian and French Bars) and Letitia Dumond (Attorney at Law, Belgian Bar) ; Germany : Dirk Zetzsche (LL.M., Toronto, Center for Business & Corporate Law, CBC, at Heinrich Heine University) ; France : Cécile Fargier (Attorney at Law, French Bar) ; Netherlands : Niek Zaman and Wilco Oostwouder (Professors at the Utrecht University and both with Loyens & Loeff N.V.) with the assistance of Martijn Schoonewille and Marijke Kuilman (Loyens & Loeff N.V.) ; United-Kingdom : Sandeep Gopalan (Associate Professor of Law ASU College of Law and Jean Albert (Attorney at Law, Arbitrator) ; Participated as researchers : Eglantine Boulogne, Madické Mboup and Mathieu Rouillard