The Role of the Shareholders

This chapter explores the role of the shareholders, who have substantial influence over the company. UK company law is shareholder-centred, but it would be wrong to conclude that shareholders are the principals of the directors or of the company. Shareholders normally appoint the directors and auditors, and they have a mandatory power to remove them. The shareholders are also responsible for approving certain transactions, including share issues, takeover defences, political donations, provisions made for employees on the cessation of business, and (under the Listing Rules) certain large transactions. Taken together, these powers give the shareholders significant influence over the management of the company. The rights of shareholders are, however, also subject to constraints. These constraints operate for the benefit of minority shareholders and creditors. The chapter then examines the UK Stewardship Code, through which the government attempts to exercise pressure on institutional shareholders to refrain from requesting short-term return. It also analyses the reflective loss principle, which restricts shareholders in pursuing damages claims against third parties in circumstances where the company has a competing claim.