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Shareholder oppression occurs when the majority shareholders in a corporation take action that unfairly prejudices the minority. It most commonly occurs in non-publicly traded companies, because the lack of a public market for shares leaves minority shareholders particularly vulnerable, since minority shareholders cannot escape mistreatment by selling their stock and exiting the corporation. [1]
The Companies Act 2006 in the United Kingdom gives minority shareholders certain rights. Minority shareholder protections in United States corporate law may amount to a blocking minority. Voting in the Council of the European Union uses 'qualified majority voting', which means that a significant minority of countries and populations may block a ...
In accounting, minority interest (or non-controlling interest) is the portion of a subsidiary corporation's stock that is not owned by the parent corporation. The magnitude of the minority interest in the subsidiary company is generally less than 50% of outstanding shares , or the corporation would generally cease to be a subsidiary of the parent.
Drag-along right (DAR) is a concept in corporate law, often encountered in the context of venture capital and private equity.. Under the concept, if the majority shareholder(s) of an entity sells their stake, the prospective owner(s) have the right to force the remaining minority shareholders to join the deal.
Because tag-along rights are rights and not obligations, minority shareholders may or may not choose to exercise them. This allows minority shareholders to have a choice in the event of a majority of the equity changing hands. They can elect to either remain an owner of the company or invoke the tag-along rights and participate in the sale.
The exclusion of minority shareholders of the company requires: a corporation or a partnership limited by shares (KGaA) as affected society (1), a major shareholder as defined § 327a AktG (2), a "request" from him, the company's shareholders may decide to transfer the shares of minority shareholders on him (3).
In corporate law in Commonwealth countries, an oppression remedy is a statutory right available to oppressed shareholders.It empowers the shareholders to bring an action against the corporation in which they own shares when the conduct of the company has an effect that is oppressive, unfairly prejudicial, or unfairly disregards the interests of a shareholder.
Minority shareholders who exercise their appraisal rights are entitled to a court-supervised valuation of their shares, after which the company must buy their shares at that value. [ 9 ] [ 10 ] Generally, under American state law, shareholders only have appraisal rights if their shares carry the right to vote on matters affecting the company.