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SHAREHOLDERS ’ RIGHTS. SHAREHOLDERS ’ RIGHTS. Need for harmonization of SHs rights increase of foreign investments negative consequences problems with cross-border voting and participation in GMS two dangerous potential future developements passivity will increase
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SHAREHOLDERS’ RIGHTS др Вук Радовић, LL.M.
SHAREHOLDERS’ RIGHTS • Need for harmonization of SHs rights • increase of foreign investments • negative consequences • problems with cross-border voting and participation in GMS • two dangerous potential future developements • passivity will increase • shift towards domestic investments
SHAREHOLDERS’ RIGHTS • Legislation • SHs rights and other directives and regulations • HLG and Action plan • Fostering an Appropriate Regime for Shareholder‘ Rights • draft in 2006 and adopted in 2007
SHAREHOLDERS’ RIGHTS • Personal scope of application • public companies (quoted companies) • exceptions • investment funds • cooperatives
SHAREHOLDERS’ RIGHTS • Subject matter • Requirements for participation and voting in the GMS • TRANSFER OF SHARES PRIOR TO GMS • RECORD DATE • PROOF OF QUALIFICATION AS A SHAREHOLDER
SHAREHOLDERS’ RIGHTS • Subject matter • Information prior to the GMS • Timely • not later than on the 21th day before the day of the meeting • three exceptions • Complete • minimum content of the convocation • information available on the Internet • Adequatly
SHAREHOLDERS’ RIGHTS • Subject matter • SHs rights in connection with the agenda • Right to put items on the agenda • Right to table draft resolutions for items included or to be included on the agenda • Right to ask questions • every shareholder • condition - relation to items on the agenda • Who has an obligation to answer?
SHAREHOLDERS’ RIGHTS • Subject matter • Voting in absentia • Proxy voting • Voting by correspondence • Voting by electronic means • Voting via financial intermediary
SHAREHOLDERS’ RIGHTS • Subject matter • Voting results • resolution • disclosure • Equal treatment of SHs