THE SHAREHOLDERS VOTING RIGHTS IN COMPARATIVE LAW

Abstract

The most important consequence of owning shares in a company is the possibility to exercise your voting right as a shareholder and decide the future of the company and of your own capital increases. Nowadays, companies are becoming increasing interested in knowing the identity and the financial reputation of their shareholders in order to ensure a healthy and stable economic flow. Although Romanian legislation provides minimum quorum and majority guidelines for approving shareholders' decisions, the procedural manner in which shareholders exercise their voting rights may benefit to some extent from the solutions identified by other legal systems, which have a clearer regulation of minority and majority shareholders rights. Also, the discrepancies due to the absence of a more standardized legal framework for the exercise of voting rights have been overcome as a result of the interpretation provided through case law, which has revealed a series of criteria for determining whether the stockholder's vote has been duly cast. Considering the current Romanian legal background, this article aims to analyze the Romanian legal system with respect to the shareholders' voting rights in comparison with the guidelines set out by other legal systems and to emphasize the welcoming recent EU legislation for the harmonization and protection of shareholders' rights.

Keywords

• right to vote
• minority shareholder
• majority shareholder
• exercising voting rights
• joint stock company
• limited liability company
• corporate policy
• proxy voting