In the field of economics there are many different concepts. One of them is a shareholder. This is an individual or legal entity that does not have the status of a legal entity, but has civil legal capacity. The shareholder can be the Russian Federation, a subject or a municipal entity that owns one or more shares of the joint-stock company.

Shareholders and management

A shareholder is a person who, together with other people, is part of the management body of the company. All decisions in the institution are made at meetings, which can be regular or extraordinary. The volume of the shareholding determines the rights of shareholders regarding the JSC.

Participants nominate a candidate to the board of directors and also put the issue on the agenda of the event. The meeting of shareholders allows you to resolve many issues. The size of the package cannot affect the right of participants to take part in the meeting and receive dividends. The amount of income is established based on the size of the shares, but only if the decision to transfer them was approved at a planned event.

Investors and management

An investor is a legal entity or individual who invests in investment projects. They are interested in those programs in which the risks are minimal. JSC participants are interested in promoting projects to increase dividends by participating in their improvement. The investor does not have such a right. He only reviews the project, analyzes its condition, prospects, and also makes a decision.

Types of shareholders

A shareholder is the owner of shares that establish his belonging to a certain category. There are owners:

• Ordinary shares.
• Preferred shares.

Based on the volume of assets, the following types of shareholders are found:

• The only one that has 100%.
• Majority, having a large package of securities.
• Minority - 50%.
• A retail shareholder is a person who owns a minimum number of shares. He can participate in meetings and receive dividends.

Each participant has their own rights and obligations, which are documented. In case of violation, he has the right to protect his interests. If the owner has 1% of the shares, then this is already a shareholder of the company. He may be present at the election of the board of directors. But the investor, no matter how much he invests, has no such right. Similarities can be found by doing a comparison between an investor and a retail shareholder. The latter will have the advantage of participating in meetings.

Rights

Shareholders have their rights by law. The more shares, the more opportunities they have. Members of the company can receive dividends, participate in meetings, and receive property upon liquidation. They have the right to review and take copies of documentation.

Depending on the number of shares, there are other rights of shareholders. Owners of 1% or more have access to the register of shareholders, as well as the ability to appeal the functions of the general director in court. Owners of 10% or more can organize extraordinary events. The general meeting of shareholders was given to them to put issues on the agenda. They may require checks to be carried out.

Rights violation

Since shareholders have rights, there is also the possibility of their violation. The following situations usually occur:

• Refusal to issue the register.
• A list of shareholders is not provided.
• There are no questions on the agenda.
• Refusal to familiarize yourself with the papers.
• Denial of the right to participate in a meeting.

It must be taken into account that the shareholder acquires rights not from the conclusion of the transaction, but when making an entry in the register. In addition to the contract, the seller must sign a transfer document drawn up in the approved form. It is transferred to the registrar - the person who records the rights of shareholders.

Protection of rights

A shareholder has the opportunity to defend his interests in 3 ways:

• Appeal to society.
• Submitting an application to the FCSM.
• Going to court.

You can use one method or two. The appeal is submitted in writing indicating the shares. It can be delivered in person or sent by mail. The appeal indicates the circumstances of what exactly was violated.

Difference between shareholders and investors of Sberbank

There is no difference between shareholders and investors, since investing in a developed financial institution of a country is possible only through the purchase of shares, due to which the participant moves from one category to another. Sberbank shareholders who have preferred shares for which they cannot participate in meetings can be investors.

If shareholders have access to meetings and also buy assets to participate in the operation of a financial institution, then they are interested in the long term. After the latest crises, modern investors choose investments with a short payback period, no more than 3 months.

Shareholder as investor

An investor can be a legal entity or an individual who has the right to dispose of personal and borrowed money. If personal capital is used, the investor is called individual. When raised money is used in work, the participant becomes institutional.

There is a distribution of investors into direct and portfolio. The first ones work to increase capital. This is what shareholders are considered to be. They invest in the assets of companies to gain powers in the management aspect of the society.

Nowadays there are many companies that include shareholders. Each of them has their own share in the organization. Depending on this, they can participate in activities to improve its performance.

What rights do members of a joint stock company have?

Participants in a joint stock company, investing their funds in its authorized capital, count on receiving dividends. One of the means to guarantee their payment is the provision of corporate rights. What rights do shareholders have and how the composition of these rights changes depending on the number of shares will be discussed in our article.

Classifications of shareholder rights

All rights (the words “joint-stock participants” and “shareholders” in our article are used as equivalent) as members of a corporation are based on the general rules of Art. 65.2, 67 of the Civil Code of the Russian Federation, as well as special norms of articles of the Federal Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ.

Rights can be grouped by type of authority. For example, the rights:

• to participate in the management of a joint stock company (Article 65.2 of the Civil Code of the Russian Federation);
• receipt of dividends and part of the property upon liquidation (Article 31 of Law No. 208-FZ);
• receiving the information;
• transactions with shares (alienation, demand for redemption, pre-emptive rights, etc.);
• special judicial protection (to appeal decisions of the general meeting of shareholders, refusal to include issues on the agenda, demand compensation from the executive body for losses, invalidation of a major transaction, etc.).

In addition, the scope and characteristics of powers will vary depending on the type of JSC (whether it is public or not). For example:

• in a non-public JSC, a shareholder may have the right of pre-emption to purchase shares that are alienated by other shareholders (Article 7 of Law No. 208-FZ);
• In a public JSC, the plaintiff shareholder has the right to ask the court to oblige the company to notify other shareholders about the dispute that has arisen (see paragraph 33 of the resolution of the plenum of the Supreme Court of the Russian Federation “On the application of ..." dated June 23, 2015 No. 25).

We will consider the following groups of classifications of rights (by number of shares, their type) below.

Differences in the scope of shareholder rights depending on the number of shares

Based on the number of shares, the scope of shareholder rights is divided into the following groups:

1. Rights of owners of large blocks of shares.
   The size of the block of shares is not a constant value and depends both on what rights are considered from this point of view, and on the JSC itself: how many shares are issued, how many shareholders, what is provided for by the charter, etc.
   For example, according to paragraph 1 of Art. 53 of Law No. 208-FZ, owners of 2% or more shares have the right to put their issues on the agenda of the general meeting of shareholders. However, of course, owning a significant number of shares gives a shareholder more rights compared to a minority shareholder.
2. Rights of all shareholders.
   This is the most general and small category of rights, therefore, due to the absence of any specifics in them, we will not dwell on them in detail.

Differences in the scope of shareholder rights depending on the type of shares

According to the type of shares, the rights of shareholders can be as follows:

1. Rights of shareholders with ordinary shares.

These rights are expressly described in Art. 31 of Law No. 208-FZ and are, in a certain sense, quite limited. The law grants shareholders - owners of ordinary shares the rights:

• for management through participation in the general meeting of shareholders;
• obtaining financial results by receiving dividends;
• compensation for their costs by receiving part of the JSC’s property if it is liquidated.

IMPORTANT! The list of rights of shareholders - owners of ordinary shares is not exhausted by the specified powers. Other rights, as well as their volume, will be determined depending on the number of shares (see above) based on a systematic analysis of legal norms.

2. Rights of shareholders with preferred shares.

These rights are also expressly provided for in Art. 32 of Law No. 208-FZ.

Without dwelling in detail on the status of such shares, we note that ownership of preferred shares provides additional, more guaranteed rights to receive dividends and property in the event of potential liquidation of the JSC. However, there is no right to participate in the general meeting of shareholders.

3. Rights of the Russian Federation as a shareholder.

The specificity of such rights lies not only in legal regulation (Federal Law “On Privatization...” dated December 21, 2001 No. 178-FZ), but also in a special group of rights - the so-called golden share. These rights can be used only after the alienation of 75% of the shares of a particular joint stock company from state ownership. At the same time, the issue of using the “golden share” is resolved at the level of the Government of the Russian Federation or the relevant bodies of the constituent entities of the Russian Federation.

IMPORTANT! “Golden share” provides the right of veto on many issues of management and activities of the joint-stock company: amendments to the charter, changes in the size of the authorized capital, reorganization, etc.

All specified rights groups members of the joint stock company in a certain sense, they are formally identified, since each shareholder in one form or another is taken into account in the typologies, and the criteria are combined in a certain way. However, depending on the type of rights, the number of shares and other criteria described in our article, the methods of protecting shareholder rights will differ.

Basic classifications of shareholder rights

Shareholder- an individual and (or) legal entity who purchased a share of the company at the time of its establishment or on the securities market or received it in another way in accordance with the law, for example, by inheritance, donation, by court decision, etc.

Shares provide shareholders - their owners with a certain amount of rights, which may vary depending on which share was acquired by a particular person who became a shareholder. The unconditional rule, legitimized by the current regulatory documents, is the following: each given one category and one type provides the shareholder - its owner with the same amount of rights.

• by the type of regulatory document that establishes the relevant rights;
• according to the degree of protection of rights;
• depending on the nature of the rights;
• by the nature of the rights themselves.

Shareholder rights depending on the type of regulatory document

Depending on which regulatory document of the Russian Federation stipulates the rights of shareholders, they are distinguished:

• shareholder rights as set out in the Securities Market Law;
• rights of shareholders defined by the Law on Joint Stock Companies and the Law on the Privatization of State and Municipal Enterprises;
• rights of shareholders established by the company's charter.

• the right to receive part of the profit of the joint-stock company in the form of dividends;
• the right to participate in management;
• the right to part of the property of a joint-stock company upon its liquidation.

In accordance with the Law on Joint Stock Companies, the rights of shareholders, in addition to those recorded in the Law on, include:

• specification of the previously listed rights of shareholders and describe the features of the application of these rights depending on the category of shares and the type of joint-stock company whose shares belong to the shareholder;
• the right to receive information about the activities of the joint-stock company;
• rights of shareholders arising under certain conditions, namely: a) when they accumulate a certain block of shares; b) related to the issue or acquisition by the company of shares placed by it; c) when making decisions at a general meeting on the reorganization of the company, on making a major transaction, or on introducing amendments and additions to the charter of the joint-stock company.

The charter of a joint stock company may contain some rights of shareholders that are permitted by law, but are not fixed by law as mandatory. Thus, the charter of a joint stock company further specifies the rights of shareholders, but not all, but only of a specific joint stock company.

Rights of shareholders depending on the degree of their protection

In the legal literature related to joint-stock companies, there is a division of the rights of shareholders depending on the degree of their protection by law into: inalienable rights and inalienable ones.

Inalienable rights are rights that a shareholder cannot be deprived of at the initiative of the joint stock company itself, since they are given to him by law. The inalienability of rights recognized as such by law cannot be destroyed by the charter of a joint stock company or by a decision of any of its management bodies. The charter of a joint stock company can expand the rights of a shareholder beyond the limits granted to him by law, but cannot reduce or curtail them.

Accordingly, inalienable rights are rights that the owner of a given share may or may not have.

Rights of shareholders depending on the nature of their occurrence

Modern legal scholars divide the rights of shareholders depending on the nature of the emergence of the right into:

• unconditional rights or rights arising from the fact of ownership of a share;
• conditional rights.

• participation in the general meeting of shareholders;
• obtaining information about the activities of the company;
• participation in profit distribution;
• compensation for damage caused to a shareholder by the company as a result of unreliable and (or) misleading information contained in the prospectus;
• receiving, in the event of liquidation of the company, part of the property remaining after settlement with creditors.

• rights of shareholders determined by the category of shares. They include, respectively, the rights of shareholders - owners of ordinary shares and the rights of shareholders owning preferred shares;
• rights of shareholders determined by the type of joint stock company. They are differentiated into the rights of shareholders of open joint-stock companies and the rights of shareholders of closed joint-stock companies;
• rights of shareholders, the exercise of which is conditioned by the occurrence of certain circumstances. Here the rights of shareholders that arise when they accumulate a certain block of shares are highlighted; rights of shareholders arising when a decision is made at a general meeting to reorganize the company, carry out a major transaction, or when making changes and additions to the company’s charter; rights of shareholders arising when the company acquires issued shares.

Shareholder rights depending on their nature

Depending on the nature of the rights of shareholders, they are divided into property and non-property rights.

The property rights of shareholders are the rights arising from shares as a type of property or property.

Moral rights of shareholders are rights arising from shares as a tool for managing a joint stock company.

Property rights of shareholders

Types of shareholder property rights

• purchase of shares;
• alienation of shares;
• receiving income from shares owned by shareholders in the form of dividends;
• receiving part of the property in the event of liquidation of the company;
• with compensation for losses caused to the shareholder due to the fault of the joint-stock company.

Rights related to the acquisition of shares by shareholders. The owner of a share has the right to freely alienate it: sell, donate, etc. Shareholders of a closed joint stock company have a preemptive right to acquire (purchase) shares sold by other shareholders at the offer price to a third party. This right is exercised in proportion to the number of shares owned by each of them. If the shareholders of a closed joint stock company for one reason or another do not take advantage of this right, then the owner of the share has the right to sell it to any market participant. If the owner of a share alienates it in a way other than sale, then the preemptive right of the remaining shareholders of the closed joint-stock company does not apply.

In an open joint stock company, it is not permitted to establish the preemptive right of the company or its shareholders to acquire shares alienated by its shareholders.

• the subject of acquisition are additional shares and issue-grade securities convertible into shares;
• the specified securities are placed through an open subscription (under certain conditions specified by law, shareholders of an open joint-stock company may receive a pre-emptive right to purchase additional shares and issue-grade securities convertible into shares, and through a closed subscription).

The property rights of shareholders associated with the acquisition of shares include the statutory right to convert one category of securities into another. Of the shares, only preferred shares are subject to conversion; ordinary shares cannot be converted into other securities of a given joint-stock company, but they can be converted into securities of other joint-stock companies in the event of their merger or accession.

Rights related to the alienation of shares owned by shareholders. The law gives shareholders the right to alienate their shares without the consent of other shareholders and the company.

• reduction of authorized capital;
• reorganization of a joint stock company;
• making major transactions;
• changing the charter of a joint stock company.

Rights related to income generation. Shareholders of both open and closed joint stock companies have the right to participate in the distribution of the company's profits. Participation in this process by shareholders is carried out through their receipt of dividends on the shares they own. This right applies to owners of both ordinary and preferred shares. At the same time, the amount of dividend payments on ordinary shares is not established and depends on the results of the company’s activities. For preferred shares, the company's charter must determine the amount of dividend.

The conditions for exercising the shareholders' right to income in the form of dividends (the procedure for accrual, payment, restrictions on payment, etc.) are determined by law and the charter of the joint-stock company itself.

The right to receive part of the property in the event of liquidation of the joint stock company. Participation in the distribution of property of a liquidated company among shareholders is the right of shareholders.

The property remaining after completion of settlements with creditors is subject to distribution among shareholders.

• First of all, payments are made on shares that must be repurchased by the company at the request of shareholders;
• secondly, payments are made of accrued but not paid dividends on preferred shares and the liquidation value determined by the company's charter on preferred shares;
• thirdly, the property of the liquidated company is distributed among shareholders - owners of ordinary shares and all types of preferred shares.

The distribution of property of each stage is carried out after the complete distribution of the property of the previous stage.

The right to compensation for losses caused to shareholders. Shareholders have the right to compensation for damage caused to them by the joint-stock company as a result of unreliable and (or) misleading other information contained in the prospectus and disseminated by the joint-stock company.

Shareholders who have accumulated 1% of the company's shares have the right to file a claim for compensation for losses caused to the company (and, accordingly, to the shareholder) by the actions or inactions of members of the company's management bodies.

Moral rights of shareholders

Types of moral rights

Moral rights of shareholders are not related to property relations, but indirectly they contribute to the generation of income and the effective use of capital of a joint-stock company.

• the right to participate in the management of a joint stock company;
• the right to receive information about the activities of the company.

Right to participate in management

• participation in the general meeting of shareholders;
• voting at the general meeting of shareholders;
• exercising control over the activities of the company.

The right to participate in the general meeting of shareholders

The law determines the list of shareholders entitled to participate in the general meeting of shareholders. The latter is compiled on the basis of data from the register of shareholders of the company on the date established by the board of directors (supervisory board) of the company or by persons demanding the convening of an extraordinary meeting of shareholders (initiators of the extraordinary meeting of shareholders). The list is compiled by an independent registrar of the company (or the company itself in the absence of an independent registrar) and is handed over, respectively, to the board of directors or the initiators of convening an extraordinary meeting of shareholders within 20 days from the receipt of the corresponding request.

In preparation for the annual meeting of shareholders, a certain group of shareholders acquires additional rights:

• shareholders who collectively own at least 2% of voting shares have the right, no later than 30 days from the end of the financial year, to put up to two proposals on the agenda of the general meeting and nominate candidates to the board of directors, collegial executive body, audit and counting commission , the number of which does not exceed the quantitative composition of the specified bodies;
• shareholders (shareholder) who own at least 10% of the company's voting shares have the right to demand the convening of an extraordinary general meeting of shareholders, as well as require the company to provide a list of shareholders entitled to participate in the general meeting.

The law establishes the right of a shareholder to receive the necessary information about the holding of a general meeting of shareholders. Thus, a notification about holding a general meeting must be made no later than 20 days, when issues of reorganization of the company are included in the agenda - no later than 30 days, in case of an extraordinary meeting - no later than 50 days before the date of its holding .

A company with more than a thousand shareholders - owners of voting shares - is obliged to send notice to shareholders by registered mail about a general meeting of shareholders no later than 30 days before the date of its holding, or make it mandatory to send notices of the meeting by registered mail to owners of one or more percent of voting shares.

Voting right

According to Russian law, the owner of an ordinary share always has the right to vote at the general meeting of shareholders. The owner of a preferred share receives such a right only in cases established by law, namely:

• when resolving issues of registration and liquidation of a joint stock company;
• in the event of resolving issues of introducing amendments and additions to the company’s charter that limit the rights of shareholders - owners of preferred shares;
• if a decision was made at the general meeting of shareholders on non-payment or incomplete payment of dividends on preferred shares; These shareholders receive such a right starting from the meeting following the annual meeting, at which a decision should have been made on the payment of the full amount of dividends due or accumulated on these shares, but such a decision was not made or only an incomplete (partial) one was made. payment of dividends.

The owner of a preferred share may be vested with voting rights according to the charter of a given joint stock company.

The shareholder can exercise the right to vote, as well as the right to participate in the general meeting, directly (take personal participation in the general meeting) or indirectly. The second form of exercising the right to manage involves either the issuance of a power of attorney by the shareholder for the right to vote to his representative, or the representation of the interests of the shareholder by a nominal holder, or the use of absentee voting. Recently, electronic voting has also been used.

Voting at the general meeting of shareholders is carried out according to the principle of “one voting share of the company - one vote,” with the exception of cumulative voting. The right to vote is a right guaranteed by law. However, in international practice, this right may be limited for certain groups of shareholders. This is due to the issue of voteless common shares or the excess of a certain number of votes for one shareholder.

In the first case, the right to choose is given to the market participant and no one forces him to buy a share without voting rights.

In the second case, this may be justified and necessary to prevent negative consequences if controlling shareholders receive unlimited opportunities to exercise voting rights and use them to the detriment of the interests of all other market participants. As the activities of large corporations expand in the financial industry, including the activities of investment funds, and with the growing scale of investment in shares, the power of large corporations over other corporations inevitably increases, and the monopolization of management of the latter increases. In order to prevent the negative consequences that such developments could lead to, appropriate forms of restrictions on the exercise of voting rights may be introduced if such measures are considered justified.

The right to control the activities of a joint stock company

A shareholder can also participate in the management of the company through control over its activities. The right to control the activities of the company and its administration in the Law on Joint Stock Companies is specified as follows:

• a shareholder accumulating 1% of shares has the right to demand the provision of information from the register of shareholders about all registered owners, has the right to go to court with a claim for compensation for losses caused to him as a result of decisions made by the management of the joint-stock company, etc.;
• a shareholder accumulating 10% of shares has the right at any time to demand an audit of the financial and economic activities of the company.

In practice, this right on the part of the shareholder is more indirect in nature, since the shareholder can take actions that will lead to an audit of the activities of the joint-stock company by the relevant tax and audit authorities of the state with all the ensuing consequences.

Right to information

Shareholders have the right to receive information about the activities of the joint-stock company necessary for the exercise of their property and non-property rights.

The company is obliged to provide shareholders and members of the board of directors with access to documents required by law. All shareholders of the company have the right of access to documents confirming the company’s ownership of property on its balance sheet, the annual financial report, and financial reporting documents submitted to state tax and statistical authorities.

Only members of the board of directors or shareholders (shareholders) having in the aggregate no less than 10% of the company's voting shares have the right of access to other accounting documents and minutes of meetings of the collegial executive body.

Labor rights of shareholders

The basis of shareholder labor rights

A shareholder has labor rights if he is a member of the workforce of the enterprise whose shares he owns.

As a rule, this situation is typical for joint-stock companies created during privatization. In particular, the majority of Russian enterprises corporatized during the privatization process employ workers who are also shareholders of their enterprise.

In this case, a certain contradiction arises. On the one hand, being the owner of the shares of the enterprise, the shareholder is endowed with the rights certified by the share. He is directly involved in the election of management bodies, in the adoption of the main documents of the company regulating its activities, as well as important decisions on which the fate of the joint-stock company and its workforce depends. On the other hand, as an employee, he is completely dependent on the activities of the administration of the joint-stock company.

If for some reason the administration violates the terms of collective agreements or individual labor contracts, it is legitimate to speak of a violation of the labor rights of employee shareholders.

Types of labor rights

In accordance with Art. 2 of the Labor Code of the Russian Federation, such rights include:

• the right to free choice of work;
• the right to fair working conditions, including working conditions that meet safety and hygiene requirements;
• the right to rest, including limitation of working hours, provision of daily rest, weekends and non-working holidays, paid annual leave;
• the right to timely and full payment of fair wages, ensuring a decent existence for a person for himself and his family, and not lower than the minimum wage established by federal law;
• the right to demand equality of opportunity for workers, without any discrimination, for promotion at work, taking into account labor productivity, qualifications and length of service in their specialty, retraining and advanced training;
• the right of workers to organize to protect their rights and interests, including the right to create and join trade unions;
• the right to participate in the management of the organization in the forms provided for by law;
• the right to participation of workers, employers, their associations in the contractual regulation of labor relations and other relations directly related to them;
• the right to demand mandatory compensation for harm caused to an employee in connection with the performance of his labor duties;
• the right of everyone to protection by the state of his labor rights and freedoms, including in court;
• the right to resolve individual and collective disputes, as well as the right to strike in the prescribed manner;
• the right to demand from the employer compliance with his obligations towards the employee, labor legislation and other acts containing labor law norms;
• the right to protection of one’s dignity during working life;
• right to .

Benefits of an employee-shareholder

When an employee is also a shareholder, he has, compared to other employees who do not own shares in his enterprise, a whole set of additional opportunities to influence the activities of the enterprise administration in order to prevent the latter from violating his labor rights. The advantages of an employee-shareholder are that he receives the following additional rights as the owner of a block of shares:

• the property rights of a shareholder allow the employee to have the opportunity to receive additional income compared to the salary he receives;
• The non-property rights of a shareholder (participation in the general meeting of shareholders and obtaining information about the activities of the company) allow the employee to directly participate in the management of the enterprise and exercise control over the current activities of the joint-stock company.

In defending their labor rights, employee-shareholders have the right to unite and, if the shares they own in the aggregate amount to at least 2% of voting shares, they, in accordance with Art. 53, clause 1 of the Law on Joint-Stock Companies has the right to put issues of interest to them on the agenda of the annual general meeting and nominate candidates for the governing and supervisory bodies of the joint-stock company. And if the total ownership of all employee shareholders of the company’s shares exceeds 10%, then in accordance with the current legislation (Article 55, paragraph 1 of the Law on Joint Stock Companies), they have the right to demand the convening of an extraordinary general meeting of shareholders, at which they can also raise the issue of changing management or changes in the latter’s activities in order to restore the labor rights of shareholder-employees.

The transfer of the right to participate in the general meeting of shareholders to their representative, permitted by the Law on Joint Stock Companies (Article 57, paragraph 1), allows employee-shareholders to attract competent persons to solve their problems (such as, for example, a trade union organization) and avoid pressure from administration for each individual employee.

Employees-shareholders can exercise control over current activities in two forms:

• in the form of current documentary control;
• in the form of management control.

Current documentary control is possible on the basis of the unconditional right of any shareholder to receive documents according to the list provided for in Art. 89, paragraph 1 of the Law on Joint Stock Companies.

To exercise management control, employee shareholders can elect their representative to the board of directors (supervisory board) at the annual or extraordinary general meeting of shareholders (Article 48, paragraph 4). Reliable management control can ensure the inclusion of employee-shareholder representatives in control bodies, which include the audit commission.

If for some reason employee-shareholders were unable to include their representative in the audit commission, then in accordance with Article 85, paragraph 3 of the Law on Joint Stock Companies, they can initiate an audit of the financial and economic activities of the company by collecting at least 10% of the votes.

As a rule, the participation of employee-shareholders in the management of a joint-stock company and their control over the activities of the company increase in conditions of poor financial condition of the joint-stock company, accompanied by an increase in wage debts, in case of bankruptcy and liquidation of the enterprise, as well as when concluding major transactions and making decisions on the company’s participation in holding companies, financial and industrial groups and other associations of commercial organizations.

Introduction

The world history of the joint-stock form of economic activity has its roots in the era of emerging capitalism. Scientists and economists argue that the emergence of joint stock companies was a qualitatively new period in the evolution of the capitalist mode of production. By their birth, joint-stock companies defused an explosive situation when the system of relations of individual property came into conflict with the needs of the development of productive forces. Entrepreneurs of that historically distant era, previously known to us as capitalists, being subjects of individual reproduction, found themselves faced with the cruel objective necessity of combining their capital to organize joint production.

Rights and obligations of shareholders

A joint stock company is a company that has a charter fund divided into a certain number of shares of equal par value, and is liable for obligations only with its property. Shareholders suffer losses only to the extent of the value of the shares they own.

A share is a security that confirms the shareholder’s right to participate in the management of the company, its profits and the distribution of remaining property upon liquidation of the company.

The share is indivisible. In cases where the same share belongs to several persons, all of them are recognized as one shareholder in relation to the joint-stock company and can exercise their rights through a common representative.

Shares are acquired by shareholders when creating a joint stock company on the basis of an agreement concluded with its founders. In case of additional issue of shares in connection with an increase in the authorized capital, unless otherwise provided by the company's charter, they can also be sold at negotiated prices, received by inheritance, in the order of succession of legal entities and on other grounds. Shares can be sold by their holders directly or through banks.

When creating a joint stock company, shares can be distributed by open subscription to them, or by distributing all shares among the founders.

In addition to common shares, it may be possible to issue preferred shares, giving the shareholder a preferential right to receive dividends. Owners of preferred shares do not have voting rights in a joint stock company, unless otherwise provided by the charter. Preferred shares cannot be issued in an amount exceeding 10 percent of the authorized capital of the joint-stock company.

To attract additional funds, a joint stock company has the right to issue bonds and distribute them between legal entities and citizens.

Shareholders have formalized rights that are the same for all shareholders - owners of certain types of shares. Moving on to the consideration of the basic rights of shareholders, it must be emphasized that they are predetermined by the shares owned by the shareholder.

The company's charter may limit the number of shares that each shareholder can own. For shareholders of national enterprises, such a restriction is provided for in the legislation. According to Art. 6 of the Law on People's Enterprises, one shareholder cannot own more than 5% of the shares of an enterprise.

According to Art. 2 of the Law on the Securities Market, a share gives the right to receive part of the profit in the form of a dividend, to participate in the management of the company and to part of the property remaining after its liquidation. The specified rights of a shareholder are basic, but they do not exhaust all of his powers.

The rights of shareholders are divided into property and non-property.

The most important property right of a shareholder is the right to receive part of the company's profit in the form of a dividend. For ordinary shares, dividends are paid only if there is profit, i.e. the right to a dividend of a shareholder who owns an ordinary share is conditional. Before a decision is made to pay dividends on these shares, their owner does not have a subjective right to dividends that could be exercised in court.

On the contrary, for preferred shares, dividend payment is usually guaranteed in a certain amount and within a specified time frame. But this applies only to those categories (types) of preferred shares for which the amount of dividends is defined in the charter. If it is not determined, dividends on preferred shares are paid in the same amount as on ordinary shares. Dividends on preferred shares are usually paid out of profits. If there is no profit, then at the expense of other means, for example, a fund specially created by the company. At the same time, the general meeting of shareholders has the right to decide on non-payment or incomplete payment of preferred shares.

Dividends can be paid quarterly or semi-annually (interim payments) or at the end of the year. The decision on the payment of interim dividends is made by the directors (supervisory board), and on the payment of annual dividends by the general meeting of shareholders.

In case of non-payment or incomplete payment of dividends on preferred shares on time, their owners receive the right to vote when deciding all issues at the general meeting of shareholders. The legislation provides for cases of prohibition on the payment of dividends, which is aimed at ensuring the interests of creditors and maintaining the normal economic activities of the company.

Receiving part of the value of the property of a liquidated joint-stock company constitutes an independent right of the shareholder, which can be considered one of his fundamental rights. When a joint stock company is liquidated, the claims of creditors are first satisfied at the expense of its property. After their satisfaction in accordance with Art. 23 of the Law on Joint Stock Companies, the remaining property is distributed among its shareholders in the following order:

First of all, payment for shares of shareholders who have the right to demand the redemption of shares is carried out;

Secondly, accrued but not yet paid dividends on preferred shares and the liquidation value of such shares determined by the charter are paid;

Thirdly, the remaining property is distributed among shareholders who own ordinary and all types of preferred shares.

The property rights of shareholders also include:

Right of first refusal to purchase shares;

The right to demand that the company buy back the shares held by the shareholder;

Here we are talking, first of all, about the redemption of part of the shares (according to Article 72).

In this case, the company can purchase shares, the number of which does not exceed 10% of its authorized capital. If the total number of shares requested by shareholders for redemption exceeds the specified limit, shares are purchased from shareholders in proportion to the stated requirements.

The company decided to reorganize;

Concluding a major transaction;

On introducing amendments and additions to the company's charter that limit their rights.

Such a right (according to Article 75) arises for a shareholder if he voted against this adoption or did not take part in the voting. In this case, the repurchase is carried out not at par, but at the market value of the shares.

Almost all of the non-property rights of shareholders are related to the opportunity to participate in the management of the company’s affairs:

First of all, to participate in the general meeting of shareholders. The list of shareholders having this right (according to Article 51) is compiled on the basis of data from the register of shareholders as of the date established by the board of directors (supervisory board). This date is set no later than 60 days before the general meeting of shareholders.

A shareholder has the right to be elected (appointed) to the management bodies of the company.

The owner of 2% can also nominate candidates for election to the board of directors (supervisory board) and to the audit commission. (Article 53)

The owner of 10% of the shares has the right to demand the convening of an extraordinary general meeting of shareholders (in accordance with Article 55).

Thus, it is clear that the ownership of certain rights by shareholders is closely related to the type of shares and their number.

The totality of the rights and obligations of a shareholder determines a citizen’s membership in a joint-stock company. Shareholder rights are usually divided into personal and property rights. Personal rights include: the rights to participate in general meetings of the company, to vote, to challenge decisions made and to information. The right to vote at general meetings of the company arises from the moment of full payment of shares. The number of votes is determined by the number of shares.

Shares that do not provide the holder with voting rights, even in cases where the issue of changing the company’s charter is being decided, have become widespread. The lack of voting rights is, as it were, compensated by certain property privileges, for example, the right to receive a firmly established dividend.

The personal right of a shareholder is the right to information, which is considered as one of the means of control over the activities of the enterprise. At the request of any shareholder, the board is obliged to provide information about the affairs of the company at the general meeting. The right to information does not, however, extend to familiarization with the society's books. In some cases, the board has the right to refuse to provide information.

The shareholder can then go to court, but the risk of incurring legal costs, including for the defendant, falls on the plaintiff. In France, a distinction is made between a temporary right to information in connection with a general meeting of shareholders and a permanent right to information, which can be exercised at any time. The shareholder has the right to familiarize himself with the minutes of general meetings for the last three years. Refusal to provide information may result in criminal liability.

In all countries, shareholders holding at least 10% of the shares have the right to request an audit of the board's operations. The sanction for such an inspection is given by the court, which also appoints an expert to examine specific transactions. In the USA, information can only be required to achieve the goals arising from the company's charter. It is up to the shareholder to prove that this is the purpose. In England, shareholders have the right to familiarize themselves only with the list of shareholders and the annual report. The company's books can only be accessed in connection with a claim and with a corresponding court order.

Property rights include the rights to receive dividends and to part of the property upon liquidation of the joint-stock company. The size of the dividend is usually determined as a percentage of the nominal price of the shares, and if the nominal price is not fully paid, then accordingly to the paid amount. The dividend is paid only from the profit established in the balance sheet. A company makes a profit when its assets exceed its liabilities. It can be obtained from the sale of shares at a price above par or by attributing part of the sale price of shares to profits, as well as from the revaluation of the company's assets due to a decrease in the authorized capital.

There is no uniform solution to the question of what part of the profit is to be distributed as dividends, but usually it is part of the profit that goes for distribution.

The legislation of Germany, France and a number of other countries provides for the need to create reserve funds. In the USA and England, the decision on this issue is left to the board.

The question of at what point the right to receive a dividend arises is resolved differently. For example, in Germany it arises from the moment the relevant decision is made by the general meeting of shareholders. The declared dividend becomes the debt of the joint stock company, and shareholders, along with other creditors, participate in the distribution of the company's assets.

The right to a dividend can be assigned by issuing a special document-certificate of receipt of the dividend. The assignment of the right to a share does not necessarily entail an assignment to receive a dividend.

The property right of a shareholder in a number of countries is considered to be the right to demand pre-emptive purchase of shares during their additional issue in order to increase share capital. The value of a share may exceed its par price. Amounts received in excess of the nominal price do not go to increase share capital, but are sent to reserve capital or distributed as dividends.

The law of most states allows for installment payments for shares. When creating a company, you are required to pay 25% of the cost of the contribution. The further procedure for payment of the remaining amount is determined by the charter, and in England and the USA by regulations. Incompletely paid shares can only be registered. Strict sanctions have been established in case of improper fulfillment of this duty by a shareholder. A shareholder who is late in payment is required to pay a certain percentage of the amount in respect of which there was a delay. The possibility of claims for damages cannot be excluded. If there are conditions established by law (additional time, warning, publication), deprivation of membership in the society is possible. It is prohibited to impose any obligations on a shareholder other than payment for shares. However, a shareholder may undertake certain responsibilities voluntarily.

The ability of shareholders to have a significant influence on the activities of the corporation and put forward high demands on management bodies is due to such factors.

1. Shareholders have the most power in AT, which is exercised through participation and voting at a meeting of shareholders and allows them to exercise basic control and regulation of the company’s activities.

2. Shareholders are the main investors of a joint stock company.

3. Shareholders play a decisive role in electing members of AT management bodies.

4. The goals and economic interests of the owners of a joint stock company, as a rule, are closest to the interests of the enterprise as such.

From the point of view of corporate governance, shareholders are divided into the following main groups (Table 2.1).

Table 2.1

Classification of shareholders from the perspective of corporate governance

The listed groups of shareholders have the following features.

As a rule, shareholders - owners of common shares - can participate in the management of a joint-stock company.

Owners of preferred shares have a priority right to receive dividends and priority in the distribution of property of the joint-stock company in the event of its liquidation. They have the right to take part in the management of a joint-stock company only in certain cases, prescribed by the Law of Ukraine “On Joint-Stock Companies” and the AT charter.

Individuals who purchased a small number of shares at certificate auctions have virtually no influence on the activities of the joint-stock company. This is especially true for shareholders who are shareholders of enterprises located outside the shareholder’s residence.

Practice shows that the leading role in corporate governance is played by AT managers, financial intermediaries, other legal entities and owners of large blocks of shares.

Depending on the degree of influence and interest in the stable operation of AT, it is necessary to distinguish two main groups of shareholders that are most important for corporate governance. These are internal shareholders (insiders) and external shareholders (outsiders).

Domestic shareholders - these are shareholders who are employees of AT. The interests of this group of shareholders are quite contradictory. On the one hand, as shareholders, they are interested in improving the efficiency of society, on the other hand, working at the enterprise, they are interested in maintaining the number of employees, paying and increasing wages, which, as a rule, is the main source of income for workers, does not always contribute to increasing operational efficiency.

Internal shareholders are, in turn, divided into two groups: AT managers and other team members, whose interests in most cases do not coincide.

AT managers and related persons generally seek to gain control over the votes of other members of the workforce, including through the acquisition of shares. Management can consolidate the shares of other members of the labor collective by creating closed joint stock companies, the shares of which are distributed among the members of the labor collective and are paid for in shares of an open AT.

The low efficiency of the majority of ATs and, accordingly, the lack of payment of dividends or their payment in insignificant amounts contribute to the advantage of the interests of employees over the interests of the owners among internal shareholders.

External shareholders are divided into the following main groups: unrelated (independent) shareholders and related shareholders.

Independent shareholders- shareholders who are not associated with the activities of AT. These are individuals and legal entities who purchased shares using various privatization tools from shareholders, as well as shareholders who are former AT employees.

Small shareholders- these are individuals or legal entities who have a small stake. The influence of small shareholders on corporate governance is negligible. The importance and necessity of analyzing this group of shareholders is associated with a large number.

Major shareholders- individuals and legal entities who receive blocks of shares in order to establish control over the activities of joint-stock companies.

The state, as the owner of corporate rights, can play an important role in the formation of management bodies and joint-stock companies, and in the work of supervisory boards. However, insufficient legislative regulation of the rights, duties and responsibilities of state representatives and supervisory boards, and their legal insecurity lead to the low efficiency of their activities.

Associated shareholders- shareholders who are closely related to the activities of AT through contractual and other legal relations. They are divided into the following main groups:

Shareholders are financially connected;

Technologically related shareholders;

Other related shareholders.

In economically developed countries, strong external control, especially from financially connected shareholders, is an important principle of corporate governance.

Shareholders are financially connected: shareholders - banks that lend to the issuer; shareholders are the owners of the company's bonds. In developed countries, financially connected shareholders actively participate in the management of AT, since they take more risks - unlike other shareholders, they only risk the loss of funds invested in shares. They risk losing not only their shares, but also the loans issued and loans provided. The level of control over the activities of a joint stock company by financially related shareholders is relatively high, since it consists of shareholder and creditor control.

Technologically related shareholders are:

Shareholders are suppliers of raw materials, materials, components, semi-finished products, etc.

Shareholders are buyers of the products of this AT, who use them for production purposes. The range of interests of these shareholders is also aimed at long-term cooperation; they, like financially connected shareholders, are interested in the stable operation and development of AT.

Shareholders in AT have an exclusive role in decision-making. It is manifested through voting at a meeting of shareholders. The importance of shareholders is higher, the larger their share in the authorized capital of AT and the more active they are in relation to the activities of AT. Depending on the size of the block of shares owned by shareholders, their participation in corporate relations and corporate governance can be reduced to the following basic provisions (Table 2.2). An important element of corporate governance is the share ownership structure. Share ownership structure - this is the ratio between shareholders or groups of shareholders owning blocks of shares of different sizes. If the financial and economic situation of AT is normal, then shareholders do not need to interfere in current activities, selection and placement of specialists, purchase and sale of assets, change the composition of the board and supervisory board, or change the strategy of the joint-stock company. In cases of deterioration in the financial and economic condition of AT, shareholders - members of the supervisory board must take measures to get the company out of the crisis.

Table 2.2

The influence of shareholders on corporate governance depending on the size of the shareholding