| Abstract [eng] |
This thesis examines multiple voting share structures to determine the most appropriate regulatory strategy for Lithuania, with a focus on the prevailing approaches in the United States, the European Union, and selected European Union member states. Multiple voting shares allow certain shareholders – typically founders or executives – to retain disproportionate control over a company despite holding a minority of its share capital. Historically, the European Union and individual member states have pursued a restrictive policy towards multiple voting shares, and regulatory changes began only in recent years. The first part of this thesis explores the economic and legal context of multiple voting shares and identifies the main arguments for and against their use. Subsequent chapters examine the regulatory approaches of different jurisdictions. The second part of the thesis analyses the United States’ regulatory framework, where multiple voting shares are widely used, and minority shareholder protection is primarily ensured through fiduciary duties of the governing bodies and major shareholders. The third part focuses on the European Union’s approach, with particular attention to the directive requiring member states to allow companies to issue multiple voting shares if they seek to list their shares on a multilateral trading facility. The fourth part of this thesis establishes that Lithuanian corporate law provides for a strict “one share, one vote” principle for ordinary shares, which does not comply with the requirements of the new directive and may limit the possibilities to customise the voting rights. A functional analysis conducted in this part shows that Lithuanian corporate law does not provide mechanisms fully equivalent to multiple voting ordinary shares. Based on the doctrine of law and economics, as well as the experience of other jurisdictions, the thesis proposes allowing multiple-voting ordinary shares in both private and public companies in Lithuania, while introducing safeguards to protect non-controlling shareholders. |
