Ownership and voting weight
Capital share and voting right do not always match completely. In succession, special rights and multiple voting rights need clear wording.
- Review capital shares
- Record voting weight
- Mark special rights
Topics
Structure voting and veto rights
Voting rights determine who has real influence after the handover. Veto rights can protect minorities but can also block every decision if they are too broad or unclear.
Back to overviewMajorities for key decisions
Daily decisions need different majorities than amendments, sale of major assets or admission of new shareholders.
- Define simple majorities
- Review qualified majorities
- Use unanimity only deliberately
Limit veto rights
A veto right should describe the protected area and the consequence of withholding consent. Otherwise a permanent blockade can arise quickly.
- Name protected matters
- Formulate triggers clearly
- Regulate consequences of refusal
Minority protection without standstill
Information rights, approval rights and escalation mechanisms can protect minorities without making management unable to act.
- Set information rights
- Limit approval catalogue
- Plan escalation before court steps
Typical client questions
- Which resolutions require unanimity?
- When is a veto right useful?
- How can a minority be prevented from blocking everything?