VISUOTINIO AKCININKŲ SUSIRINKIMO SPRENDIMAMS PRIIMTI REIKALINGOS BALSŲ DAUGUMOS APSKAIČIAVIMAS: „PAPRASTOS“ DAUGUMOS KLAUSIMAS

Abstract

Violations of the voting majority required for decisions of the general meeting of shareholders are deemed to be substantial violations of procedure, due to which decisions may be declared invalid. Uncertainty arises when the rule of counting votes is referred to as „majority“ or „simple majority“. This article seeks to determine which elements constitute the content of the vote counting rules in the general meeting of shareholders, and how a „simple“ majority should be understood. The research revealed that determining the majority of votes required for specific decisions of the general meeting depends on the numerator and the base from which the numerator is to be calculated. The decisive factor is the definition of the base. The numerator „simple“ („relative“) majority should be understood as the largest of the groups that make up the base. When the base includes only the votes present and cast, it is sufficient that there are more votes in favour than against. When the base includes all the votes present (or votes of all outstanding shares) then the number of votes in favour should be higher for both the number of votes against and the number of abstentions. Meanwhile, the numerator „absolute majority“ (or simply „majority“) presupposes a larger part of the base (i.e., one vote more than half of the base). Shareholders may also set a larger majority for the decisions of the general meeting in the articles of association by increasing the numerator and/or base.