Required reading

1. EU: Shareholder Rights Directive, arts. 5–14

2. D: AktG, §§ 121–138

3. UK: CA 2006, secs. 290–333, 336–342; FSA Listing Rules, Rule 13.3

4. US: DGCL, §§ 211–217, 219, 222, 225, 231, 232; Securities Exchange Act, Schedule 14A

The general meetings of shareholders

The general meeting is a medium for collective action

The general meeting is the primary decisionmaking body for shareholders. The form of the meeting allows a large number of people to share information and make comments on the statements of others in real time. It also allows shareholders to cast votes personally on the matters discussed in Chapter 16. The need for shareholders to physically gather together has been determined mostly by technology. The technique of having all vote carrying persons gather in one place to discuss the issues pertinent to such persons and cast their votes has existed at least since the fifth century BC, when Athenian citizens gathered in the Pynx for such purpose. This technique has changed very little during the last 2,500 years.

The first major innovation in holding meetings came from law, in the form of a “proxy” or Stimmrechtsvollmacht. A “proxy” is a special-purpose agency relationship in which one person engages another to perform a specific task on her behalf during a specified period. This relationship should not be confused with the general representation performed by persons like senators (in politics) or managers (in business), who act with broad authority over a longer period.