Hanna Almlöf

Project summary

Minority shareholder protection in owner-managed limited companies – with particular focus on access to information and exit

The aim of the project is to analyse the minority shareholder protections provided by the Swedish Companies Act from the perspective of owner-managed companies. Most limited companies in Sweden are owner-managed and are characterised, among other things, by a limited number of shareholders, many of whom are also involved in managing the company. This close connection between ownership and management means that conflicts may risk paralysing the company’s operations. Another possible consequence is that minority shareholders may lose their influence over the company.

 

In such situations, the law provides minority shareholders with statutory mechanisms for obtaining access to information. The project examines these mechanisms and evaluates the extent to which they constitute effective tools for resolving conflicts. Conflicts may also give shareholders reason to sell their holdings. However, the law provides only very limited exit mechanisms, none of which is specifically suited to companies with a small and closely held ownership structure. Exit is particularly problematic in owner-managed companies, partly because there is typically no market for the shares and partly because of restrictions on the transfer of shares.

 

The project will draw not only on conventional legal sources but also on empirical material, including shareholder agreements, owner directives and interviews with owner-managers. The analysis will incorporate a regulatory theory perspective, with the ultimate aim of determining whether the law adequately addresses the needs of owner-managed limited companies or whether there are grounds for changes to the regulatory framework.