Shareholder's Individual Information Right: Prerequisites and Boundaries

• Author: Andres Vutt, Margit Vutt
• Pages: 60-69

Andres Vutt Margit Vutt

Associate Professor PhD

of Commercial Law Adviser to the Civil Chamber

University of Tartu Supreme Court of Estonia

Shareholders’ Individual

Information Right:

Prerequisites and Boundaries

1. Introduction

Relations under company law are characterised by their multifacetedness – there are always numerous par-

ties involved in such legal relationships, and these relations are also multi-layered. Therefore, creation of

an appropriate system of all kind of remedies as well as creating an effective balance between the interests

of the company and its shareholders is quite a challenging task.*1 The choice of measures to protect share-

holders’ rights is also related to the question of whether and to what extent shareholders as the providers of

capital should have the right to check the use of the resources provided by them.*2

Being a shareholder of a limited liability company is always linked to certain property rights and expec-

tations – generally speaking, every shareholder is in the f‌i rst place interested in gaining dividends from

an investment he has made obtaining a share of a company. In addition to property rights, or, in fact, as a

prerequisite to proper execution of them, the law provides shareholders also other types of rights, the most

important of which is the right to obtain information.*3 Shareholders’ right to information is considered

to be the most important part, the very essence, of the so-called “membership rights”, because only an

informed member of a company can sensibly exercise his voting rights.*4

Optimal legal regulations therefore must provide proper balance between (sometimes malicious)

minority shareholders requiring too much disclosure, which can either burden the company unreasonably

or affect the conf‌i dentiality necessary to carry out business, and the actual need of the minority sharehold-

ers not involved in daily management to be properly informed. For a shareholder it is important to get infor-

mation that allows one to exercise membership rights; for the company, on the other hand, it is important

to block the claims that can be considered as harassment or that may otherwise cause signif‌i cant damage

to the company.

This article aims to investigate the shareholder’s right to information from the point of view of a share-

holder as well as from the point of view of the company and to analyse whether Estonian law provides

1 About shareholder remedies in Estonia see also: M. Vutt. Systematics of Shareholder Remedies – Origins and Develop-

ments. – Juridica International 17/2010, p. 188

2 T. Laurer. US – Corporate Governance während einer feindlichen Übernahme – oder “der Revlon Auslöser”. – Zeitschrift

für Vergleichende Rechtswissenschaft. Archiv für Internationales Wirtschaftsrecht. 103. Band. August 2004, p. 317.

3 U. Hüffer. Aktiengesetz. Beck´sche Kurzkommentare. 9. Auf‌l age 2010, § 131, Rn 1.

4 W. Goette, M. Habersack, S. Kalss (Herausg). Münchener Kommentar zum Aktiengesetz. Band 2. 3. Auf‌l age 2008, § 131,

Rn 1; H. Fleischer, W. Goette (Herausg). Münchener Kommentar zum GmbH Gesetz. 1. Auf‌l age 2012, § 51a, Rn 5.

http://dx.doi.org/10.12697/JI.2015.23.07

60 JURIDICA INTERNATIONAL 23/2015