HUNGARY Law and Practice Contributed by: Mihály Barcza and József Bulcsú Fenyvesi, Oppenheim Law Firm
ers’ Rights and 3.4 Disclosure of Interests for details of takeover bids in Nyrts.) In some cases, sharehold- ers acting in concert may also jointly qualify as ulti- mate beneficial owners (UBOs), even if the individual shareholders alone do not reach the statutory control threshold. This can trigger anti-money laundering- related disclosure obligations and may affect a com- pany’s UBO reporting under Hungarian law. 2.13 Holding Through a Nominee Holding shares through a nominee is not common practice in Hungary, but it is a recognised and regu- lated option for companies limited by shares (whether Zrt or Nyrt). Nominee services may only be provided by entities authorised under financial regulations. The nominee may be registered in the shareholders’ regis- ter in place of the actual shareholder, without disclos- ing the actual shareholder in the register. Shareholders’ rights – including voting and dividend rights – are exercised by the nominee in its own name but for the benefit of the underlying shareholder. However, the nominee must disclose the identity of the beneficial owner upon request by the company or competent authorities. As an exception, where a shareholding is subject to prior regulatory approval (eg, in regulated sectors), both the nominee and the actual shareholder must be registered. Additional dis- closure obligations may also arise in connection with anti-money laundering rules and beneficial ownership The shareholders of a company may usually pass a written resolution without holding a meeting, provided that the articles of association allow written resolu- tions. The quorum and thresholds for passing a resolution are the same as for passing resolutions at a meet- ing. A quorum is deemed to be reached if at least the same number of shareholders send their votes to the company as the number of shareholders required to be present for a quorum in case of a meeting. transparency requirements. 2.14 Written Resolutions Written resolutions are proposed by the management, and the proposal is sent to the shareholders with a warning to cast their votes in writing within the relevant
da of the meeting called to decide other matters, and may even request that a meeting be called to decide a given matter, as explained in detail in 2.3 Procedure and Criteria for Calling a General Meeting . In addition, in order to protect minority shareholders’ rights, in certain statutory cases, and if a proposal made by the shareholders representing a statutory minority stake in the company was not admitted to the agenda or the proposal was admitted but rejected by the meeting, the proposing shareholders may act themselves or may have the commercial court act accordingly, as applicable. 2.11 Challenging a Resolution All shareholders may challenge the validity of a resolu- tion of the shareholders’ meeting before court within the statutory deadline, if the resolution violates the law or the articles of association (provided that the challenging shareholder did not approve the given resolution with its vote). Contesting a resolution before court will not auto- matically suspend enforcement/implementation of the resolution, but the court may suspend the imple- mentation of the contested resolution if the contesting shareholder so requests. If the court finds that the resolution indeed violates the law or the articles of association, it will declare the resolution null and void. 2.12 Institutional Shareholder Groups Concerted shareholder action is less common in Hun- gary than in some other jurisdictions, but it is legally recognised and increasingly relevant in practice. Co- operation among shareholders may take the form of informal alliances or formal agreements (see 1.4 Variation of Shareholders’ Rights , 1.7 Shareholders’ Agreements/Joint Venture Agreements and 1.8 Typi- cal Provisions in Shareholders’ Agreements/Joint Venture Agreements ). Such co-ordination is subject to a regulatory frame- work and may also trigger disclosure obligations – eg, notification to or clearance by competition authori- ties, or mandatory takeover bids in the case of public companies (Nyrts). (See 1.4 Variation of Sharehold-
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