ZÁSADA JEDNA AKCIA – JEDEN HLAS A ÚVAHA NAD NOVÝMI DRUHMI AKCIÍ
One share one vote principle and reflection on different classes of shares
Languages of publication
One of the rights that shareholders have within company law is the right to vote on corporate matters. The current academic debate arise the question of an adequate allocation of voting rights among shareholders. Even it seems natural that shareholders who supply certain amount of capital should have equal opportunity to influence corporate decisions – the one share one vote principle – practice often shows different deviations of the so called principle of proportionality. In the recent years, an intensive debate about ownership and control has generated specific arguments about corporate voting. First, the author briefly reviews the concept of the one share one vote principle from the historical and current perspective. For the last few years, European Commission has been trying to establish shareholders democracy and enforce one share one vote principle among listed companies across EU. Nevertheless, mandating the principle brought broad criticism among scholars and practitioners. Following studies have showed no uniform efficiency of the rule. Secondly, the author offers arguments to support possible deviations based on the balance of shareholders interest and protection of minority shareholders. On the background of these aspects the author analyses the effectiveness of possible modifications of one share one vote principle. Furthermore, the contribution brings an overview of legal rules after the major changes in company law introducing different classes of shares and possible statutory limits. Corporate voting and voting mechanisms applied in different EU state are discussed as the multiple voting rights have been recently introduced by the New Czech Business Corporation Act N. 90/2012 Coll. Moreover, specific classes of shares such as redeemable, convertible, reimbursed and tracking shares are also discussed and compared. In the final part, after the examination of different aspects, the author focuses on possible and adequate changes to Slovak legal system.
584 – 602
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