Rights and Duties of Majority Shareholders
Majority Shareholder Rights and Ethical Duties in a Closely Held Company
Majority shareholders in closely held companies have some inherent rights – rights they should keep track of and enforce whenever and wherever they can. Doing so is one way to forestall potential problems – the kind of problems that can destroy equity and years of work.
Closely Held Company Majority Shareholder Rights
Here are some of the key rights majority shareholders typically have in a closely held corporation:
- Control - Majority owners have the right to control corporate management, strategy, and decision-making by virtue of their majority voting power.
- Board representation - The majority has the right to elect and fill a proportionate number of seats on the board of directors. Officer appointments - Majority owners can appoint and remove corporate officers like the CEO, CFO, etc. Manage operations - The majority owners have the right to set operational policies and make day-to-day management decisions.
- Declare distributions - Majority shareholders generally have the power to declare shareholder dividends and distributions. Amend governing documents - The majority typically has the right to amend corporate bylaws, articles of incorporation, etc. Sale of assets - A majority vote is often needed to approve the sale of substantial corporate assets. Mergers and acquisitions - Majority owners usually have the right to approve M&A deals.
- Dissolution - The majority often has the right to voluntarily dissolve or liquidate the company. Inspection rights - Majority shareholders have the right to inspect corporate books, records, and shareholders lists. Shareholder meetings - Majority owners can call shareholder meetings and set the agenda. The specific shareholder rights depend on the corporation's governing documents and the laws of the state in which it is incorporated.
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