What rights do shareholders or participants of a capital company have?

What rights do shareholders or participants of a capital company have?

 

Capital companies, anonymous and limited, are the most common and widespread legal form to support a business activity. Beyond single-member societies, it is clear that the relationship between partners is key. Now, what rights do shareholders or participants of a company have?

They are regulated in article 93 and ss of the Capital Companies Act.

In the terms established in this law, and except for the cases envisaged in it, the member will have, at least, the following rights:

  • a) The one of participating in the distribution of the social gains and in the patrimony resulting from the liquidation.
  • b) The one of preferential assumption in the creation of new shares or the preferential subscription in the issuance of new shares or bonds convertible into shares.
  • c) To attend and vote at general meetings and to challenge social agreements.
  • d) The information one.

We can divide these rights into two large groups, those with political content or linked to the management of society, and the economic ones, those that allow the participation of profits mainly through dividends.

On the other hand, these rights are not absolute and can be modulated by the statutes, the specific type of action or participation held, etc.

Social participation and actions can grant different rights. Actions that have the same content of rights constitute the same class. When several series are constituted within a class, all those that integrate a series must have the same nominal value.

For the creation of social participation and the issuance of shares that confer some privilege over ordinary ones, the corresponding formalities must be observed in their specific case.

Political rights

Political rights are those that guarantee participation in the management of society. We can mention, among others, the following:

  • The right of attendance, voice, and vote in the General Meetings: this right can be set at a minimum, or directly exclude some type of shares from it (in exchange for a privileged economic regime, the so-called non-voting shares). In principle, the decisions are made by the majority and in terms of the capital represented by the titles that each one possesses, but qualified majorities may be necessary or privilege, according to the legislation, certain type of actions.
  • The right of information: it is the logical presupposition of the previous one sense to be able to exercise it is necessary to be aware of the progress of society. The shareholder’s access to the annual accounts, the management report and, in general, any document that will be approved by the Board must be provided. Of course, this includes requesting clarifications from the Board itself, although this is a point where frictions and discussions about access to speaking times and the answers given are common.
  • Right to challenge corporate resolutions: shareholders and participants can legally challenge those resolutions of the Boards that violate the Law, the bylaws, or that prejudice the corporate interest. Through it, it protects itself and society.
  • Right to social action of responsibility: beyond the scope of the decisions adopted in the Boards, to control the day to day of the management, the partners can exercise the social action of responsibility, when they consider that the managers are hurting the interests of the society.
  • Right to convene a meeting: the members representing 5% of the company may request the directors to call a meeting, and if not attended, bring it before the courts.

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Economic rights

The economic rights allow the shareholder or participant to participate in the distribution of the social gains if any. Among the economic rights are, among others, the following:

  • Right to the dividend: the shareholder or participant is entitled to the benefits distributed by the company among its partners, the dividend, depending on (with nuances) the capital contributed. It should be clear that the distribution or not of benefits is a decision of the General Board. Without benefits, there is no dividend, but if they have been generated, it does not imply the obligatory nature of their distribution.
  • Preferential subscription right: this is the preferential right of the current partners to resort to capital increases or to the issuance of convertible bonds, in order to prevent their shares from being diluted. This right is valued economically and can be transmitted by the partners.
  • Right to transfer shares or participation: consists of the right of the partners to dispose of the shares or participation. This right may be substantially limited statutorily or legally, being very frequent in limited companies and in many corporations to avoid the entry of undesired partners.
  • Right to the liquidation fee: if the company is dissolved, the shareholder is entitled to its proportional share in the liquidation.
  • The right of proportional representation in the Board of Directors, in the case of Corporations.
  • Right of separation : in certain cases (substitution of the corporate purpose, transfer of the domicile abroad, transformation into limited partnership or collective and, attention, absence of distribution of benefits for more than 5 years in unlisted companies), the partners that do not have approved such agreements may claim from the company that the value of their shares is liquidated, leaving the company.

 

A study in America: Four years of college, 100.000 dollars in debt

Nearly two-thirds of the graduates of a four-year college degree in America must use school loans today. The financial burden for America’s students is more and more oppressive. President Barack Obama will judge it.

Robert Applebaum has “the” idea of how the American economy can be stimulated: by the waiver of tuition debt. “Responsible people who have done nothing more than to strive for higher education would then thousands of additional dollars that they could spend each month in order to give the economic momentum,” the 35-year-old lawyer advertises from the state of New York. Almost 100,000 dollars in debt from the study drags Applebaum himself around with him – after he has been five years paid off his student loans.

When he graduated from Fordham University Law School in 1998, there was “only” debt of around 75,000 dollars. However, the debt grew, as Applebaum did not see in his first job as a prosecutor with an annual salary of 36,000 dollars in the situation, the loans to operate. His frustration over the legacy increased when the American government hung up assistance programs for banks, insurance companies, and car manufacturers. Washington should help rather Americans who had to go into debt for their studies, scolded Applebaum. About Facebook, he began to campaign for a remission of debt. The initiative “Forgivestudentloandebt” (see: Forgivestudentloandebt.com) met with keen interest. On Facebook Applebaum has now nearly 200,000 supporters.

Colleges: fees deter from studying

No wonder: almost two-thirds of the graduates of a four-year college degree in America must use school loans today. 1993 were less than half, has the independent educational institution “Institute for College Access & Success” determined. In addition, the borrowed amounts have doubled in the past ten years, on average, from just 9300 to 19.200 dollars. Adjusted for inflation, this represents an increase of 58 percent. Overall, the liabilities for study add up to more than 500 billion dollars. At the same time, the Ministry of Education reported an alarming rise in cases in which student loans cannot be operated longer.

But many Americans have no choice but to borrow for a college degree. According to estimates by the Ministry of Education paid undergraduate students at a state college in 2007/08 almost 12,000 dollars for tuition, room, and board. At private colleges, there were just under $ 29,000. Compared to 1997/98 is the – adjusted for inflation – an increase of 30 or 23 percent. In contrast, the median income is adjusted for inflation rose by only 5.6 percent over the same period. The victims of this development are mainly children from low-income families. “You have the dream given up long before the current crisis from the study,” says Sara Y. Goldrick-Rab, a professor of education policy and sociology at the University of Wisconsin.

Even students from well-off families need financial assistance

The situation for students from families with low and middle income is the fact that they have to compete with students from well-off families to financial increasingly exacerbated. “It is not uncommon for families to apply with an annual income of $ 200,000 for support, especially if they have several children who go to college,” says Rodney Oto, director of the Department for study aid on the fine Carleton College in Northfield, Minnesota.
At the same time, it makes the economic crisis, the universities more difficult to support students. Many states have state universities cut funding or announced cuts. The private universities feel the crisis: the endowment of Harvard University has shrunk about June to December 2008, at 22 percent. Many private universities are forced to lend more university places to students who can donate their families. “Talented children from low-income earners will fall in educational hierarchy,” therefore predicts specializing in education issues economist and president of Williams College in Massachusetts, Morton Owen Saddle Piero.

The more ambitious now sounds the promise of President Barack Obama. He wants to provide a package of measures from tax cuts and reforms in lending that every American can afford a college education. Above all, his draft budget provides for additional billion remains committed to supporting needy students. Twenty years ago, the Pell grant cover families 55 percent of the cost for the four-year degree at a state college on students from low-income. Today there is only 32 percent. Obama, therefore, wants to increase the maximum amount for the last 5.5 million Pell scholarship holders by nearly 770 US dollars to 5,550 US dollars. Overall, students and their families should get 2,010 state support in 130 billion dollars, 32 percent more than in 2008. That sounds promising. But nor Congress has not approved the project.