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The rights of minority shareholders

790 €

at 0.7 KM
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• Training
• Business
• Legislation
• Legal
• Labor law

The program takes into account the new provisions that reform company law.


Identify the rules governing the holding of the assembly

• Control the quorum rules for holding the meeting.

• Identify the participants at the meeting.

• Identify the notice requirements for meeting and convening of the meeting.

Practical exercise: identify the formalism related to the meeting of an AG



Master the exercise of the right to vote and its terms

• Determine voting procedures.

• Adjustment of voting rights (casting vote, irrevocable mandate, special majorities ...).

• Identify the criteria for the legality of the voting agreements.



Measure the extent of the right to information
• Analyze the extent and limits of the information obligation.

• Identify the penalties.

• Identify information obligations arising from financial law.



Integrate the principle of equality between shareholders and relations between majority and minority
• Study the rights and protection granted to minority shareholders.
• Control the rules of company law conferring guarantees on minority shareholders.

• Analyze the possibilities of initiating a minority action in liability.

• Define the concepts and conditions for the implementation of majority / minority abuse and misuse of powers.

• Sanctions of majority or minority abuse: suspension or cancellation of the decision - compensation in kind or damages.

• The minority shareholder in front of the board of directors and the auditor: actio mandati and individual action.



Prevent conflicts in the articles of association and shareholder agreements

• Write conventional clauses.

• Integrate legal modes of conflict resolution.

• Protect yourself in case of exclusion or withdrawal of minority interests.
Case Study: Learning the lessons of sanctioned abusive attitudes.



Protection of the minority shareholder in case of transfer of a controlling interest

• Identify possible conflicts when transferring shares.

• Conventions relating to the transferability of securities: it is desirable to include this type of clause in the articles of association.

Practical exercise: write inalienability, approval and preemption clauses.



Exclusion or withdrawal of a shareholder

• Exclusion and withdrawal procedure: limits of Luxembourg law.

• Notion of just reasons.

• Transfer of securities and pricing.

• Cross Requests in Exclusion and Withdrawal.