| Abstract [eng] |
Shareholders have full contractual freedom to decide and agree between themselves on how to exercise their rights attached to shares. Since such agreements are usually informal and confidential, they may have several advantages compared to regulating respective matters in company’s bylaws. On one hand shareholders agreements may serve to ensure additional rights to minority shareholders while on the other hand they can be seen as problematic as they can become instruments used by groups of shareholders to circumvent the normal balance, reached by company’s legislation or established in company’s bylaws, especially regarding provisions about voting and transfer of shares. The confidentiality of shareholders agreements may give a shareholder control over the majority of votes without others knowing and this may rise some important issues especially if such agreements are entered into between shareholders of a public company or even more so if it is a listed company. Some contractual obligations between shareholders, restricting their voting rights and transfer of shares, may mean material changes in corporate governance and require disclosure. Moreover, the adoption of the Directive on Takeovers into Lithuanian law show that a “breakthrough rule” affects shareholders agreements, because voting restrictions and share transfer restrictions are not applied in takeover situation. This may be regarded as a major intervention in the contractual freedom of shareholders. However, such intervention can be justified by the integration of EU market and European Commission’s goal to create a level play field in the area of takeover bids in European Union. |
