Shareholders have important rights, which they can exercise democratically at a company's general meeting, such as the power to control and supervise management of the company. The term 'shareholder democracy' relates to the different ways in which shareholders can influence or even determine a company's course of life. One of the disadvantages of shareholder democracy is a risk that most democratic systems face - it can lead to opportunistic behavior of, in this case, influential shareholders with personal interests which are not in line with the interest of the company. Globalizing financial markets call for a general debate of this topic in an international context. Shareholder democracy does not only play a part in takeover situations, it touches the very core of every company law system. The position of shareholders within the company model, for example, influences the corporate interest definition, which in turn has significant consequences for the position of the board of directors. This book places the topic of shareholder democracy in an international context and deals with the topic from a comparative point of view. It contains contributions from authors from various legal systems discussing the issue of shareholder democracy within their own jurisdiction. The book covers, among other topics, the power of shareholders in Germany, the UK, South Africa, Belgium, and the Netherlands.
Mieke Olaerts coordinates the master course European Company Law (Comparative Company Law in the new academic year) at the Maastrict University and is a member of the planning committee of the course Comparative Contract Law which she coordinated as well (2008 and 2009). She guides students by supervising bachelor- and master thesis. She is a member of the editorial board of Tijdschrift voor Ondernemingsbestuur (Journal for Company Management) and collaborates in The European Company Law Journal. Prof.dr.C.A. Schwarz studied notarial law at the University of Leiden (1978), and civil law at the Free University of Amsterdam (1984). Now he teaches European Corporate Law in the Postgraduate International Program Chartered Controller (University of Amsterdam/Maastricht University) and Corporate Law in the postgraduate Controller program.
Introduction; Shareholders and democracy?; Shareholder Democracy a la Dworkin; Negotiated Shareholder Activism: The German Approach to Shareholder Democracy; Shareholder Democracy: Takeovers - Defence Mechanisms; Shareholder Democracy in South Africa?; Shareholder Democracy in Belgium; Shareholder Democracy in the (European) Private Company.