Collected Papers of the Faculty of Law, University of Novi Sad
2018, vol. LII, No. 3, pp. 1195-1215
Language of the paper: Serbian
Original scientific paper
udk: 347.031
doi: 10.5937/zrpfns52-19816
Author:
Jelena Lepetić, Ph.D., Assistant Professor
University of Belgrade
Faculty of Law
jelena.lepetic@ius.bg.ac.rs
Abstract:
In this paper, the author analyses one share – one vote rule and answers the question if it is a time for change in Serbian company law. After defining the purpose of one share – one vote rule as a mechanism for creating the balance between shareholders’ voting rights and economic risk borne by shareholders, the author brings forward the arguments for and against introducing as well as retaining and waiving the one share – one vote rule in national law. The author analyses two types of voting system in joint stock companies – proportional and disproportionate. Furthermore, the author provides a purview of comparative legal solutions and latest developments at the EU level. The author concludes that the solution accepted in Serbian company law should be modified, in order to, inter alia, promote the joint stock company and harmonize the one share – one vote rule with other introduced concepts in national law, especially the concept of special duties of controlling shareholders. In the opinion of the author one share – one vote should not be mandatory but a default rule. Besides, similar changes have occurred in respective comparative legislations. Finally, the change would be in accordance with the tendencies in the EU law with regard to enhancing long-term shareholder engagement.
Keywords:
one share – one vote, multiple voting shares, voting system, loyalty shares