Chapter 2: Rights and Obligations of Shareholders
183. The rights and obligations of a shareholder shall be as laid down in this Law, in the articles of association of the company or under any other law.
Rights and obligations of shareholder
184. Shareholders shall have the right to inspect the following documents of the company:
(1) minutes of general meetings, referred to in section 90;
(2) the register of shareholders and the register of substantial shareholders, as referred to in section 129;
(3) any document held by the company, as provided in section 185;
(4) the articles of association of the company, referred to in section 187;
(5) any document which the company is required to file under this Law and under any law with the Companies Registry or the Securities Authority, available for public inspection at the Companies Registry or the Securities Authority, as the case may be.
Rights to information
185. (a) A shareholder shall be entitled to require from the company inspection of any document in its possession, indicating for what purpose, in any of the following instances:
(1) the document relates to an act or transaction requiring the consent of the general meeting under the provisions of sections 255 and 268 to 275;
(2) in a private company, if needed for passing a resolution regarding a matter that is on the agenda of the company’s general meeting.
(b) The company may refuse the request of the shareholder if in its opinion the request was not made in good faith or the documents requested contain a commercial secret or a patent, or disclosure of the documents could prejudice the good of the company in some other way.
Inspection of company documents
186. (a) The board of directors of a company shall, on the demand of one or more shareholders holding at least ten percent of the voting power in the company, be obliged to provide such person with a statement verified by the company’s auditor, containing full details of all payments made by the company to each of the directors and of the obligations to pay that the company has taken upon itself, including conditions for retirement in respect of each of the last three years in which the company has prepared financial statements; the amount shall also include payments received by a director for being an office holder in a subsidiary of the company.
(b) Where the board of directors finds that the demand is not made in good faith, it may refuse to comply therewith.
Information on directors’ remuneration
187. (a) Every shareholder shall be entitled to receive from the company, at his request, a copy of the articles of association and, in a private company, a copy of the financial reports referred to in section 173(d).
(b) The Minister may prescribe the entitlement of a shareholder in a public company to receive from the company a copy of the financial reports.
Right to receive articles of association and financial reports
188. Every shareholder shall be entitled to participate in the general meeting and to vote thereat, subject to the provisions of the articles of association regarding voting rights attached to any share.
Right to vote
189. Shareholders may conclude voting agreements between themselves, subject to the duties imposed upon them under this Law.
Permission to conclude agreements
190. Every shareholder shall be entitled to receive a dividend, in accordance with the rights attached to each share, if a resolution as provided in section 306 regarding payment of a dividend has been passed.
Right to dividend
191. (a) Where the company’s business is run in a way that constitutes discrimination against all or some of its shareholders, or in a way that gives rise to a real apprehension that the company’s business will be run in such a way, the court may, at the request of a shareholder, give such instructions at it sees fit to remove or prevent such discrimination, including instructions for running the company’s business in the future, or instructions to the shareholders of the company under which either they or the company itself is to purchase its shares, subject to the provisions of section 301.
(b) Where the court rules as provided in subsection (a), appropriate alterations shall be made in the company’s articles of association and in its resolutions, as the court may determine, and such alterations shall be considered to have been lawfully made by the company; a copy of the resolution shall be sent to the Companies Registrar, and if the company is a public company, to the Securities Authority.
Rights in cases of discrimination
192. (a) A shareholder shall act in exercising his rights and in fulfilling his duties towards the company and towards other shareholders with good faith and in a customary manner, and shall avoid exploiting his power in the company, inter alia, in voting at the general meeting or at class meetings, in the following matters:
(1) alteration of the articles of association;
(2) increase in the registered share capital;
(4) approval of acts and transactions requiring the approval of the general meeting pursuant to the provisions of sections 255 and 268 to 275;
(b) A shareholder shall avoid discriminating against other shareholders.
(c) The laws applying to breach of contract shall apply, mutatis mutandis, to breach of the provisions of subsections (a) and (b), and the provisions of section 191 shall also apply, mutatis mutandis, to breach of the provisions of subsection (b).
193. (a) The duty to act fairly towards the company shall apply to the following:
(1) a holder of control in the company;
(2) a shareholder who knows that the manner in which he votes will be decisive in respect of a resolution of the general meeting or of a class meeting of the company;
(3) a shareholder who, pursuant to the provisions of the articles of association, has the power to appoint or to prevent the appointment of an office holder in the company or any other power vis-a-vis the company.
(b) Breach of the duty of fairness shall be treated as a breach of the fiduciary duty of an office holder, mutatis mutandis.
Duty of interested party and of decisive voting power to act fairly