| Abstract [eng] |
In the paper the issues of nature and keynote attributes of share, ordinary shares, different types of preference shares, the use and value of voting rights, and types of shares in regard of voting rights attributed to it are discussed. Given that the ‘one share – one vote’ principle is of fundamental importance in the context of company law, part of this paper is devoted to analysing its rationale and possible legitimacy. The overview of ordinary shares serves in unravelling its nature and the process of comparing ordinary shares with preference shares defines their inherent differences. Different ways in which granting of voting rights can be structured enable the entities concerned to respond to the market forces, however it can also result in negative outcomes to the parties involved in business transactions. Complex share capital structures may in assist the dominant shareholders in exploiting the non-controlling shareholders and empowering them to extract benefits at the expense of the latter. With a view to avoiding such negative outcomes, proper regulation rightly balancing the interests of parties involved should be enforced. In examining voting rights enjoyed by the shareholders, the principle of ‘one share – one vote’ deserves adequate scrutiny. The opinions as to the necessity of adherence to the proportionality principle are divergent. Although most favour implementation of the principle, strict observance of ‘one share – one vote’ is not always desirable. The significance of ‘one share – one vote’ principle can best be witnessed in the context of takeovers. The legal rules and implementation of the principle is related to certain decisions of political and economical nature, for it does not solely depend on the need to protect the interests of the weaker party, but also have to measure its possible effects on competitiveness and structure of the market. In the European Union the principle of ‘one share – one vote’ is provided for in the Takeover Directive in a form of an optional breakthrough rule. Since the common approach to essential company law rules on the European level has not been reached, the present-day breakthrough rule is not able to attain the objectives initially sought by the harmonization. As the mainstream authors point out, the effect of the breakrought rule is likely to be insignificant. |
