LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys at Law Ltd
to the company a duty of care or loyalty. It should be noted that, under Liechtenstein law, a shareholder cannot be forced to exercise his or her voting rights. However, if a shareholder is also a member of the board of directors, he/she will be subject to the duties owed by board members to the corporation – in par - ticular, a duty of care and loyalty. 4.3 Shareholder Meetings Unless a company’s articles require a larger number of meetings, there shall be least one shareholder meet - ing per year (annual shareholder meeting/ordinary shareholder meeting). On the occasion of such annual general meeting, key decisions are taken by the share - holders on financial matters (annual accounts, use of profits, other financial aspects for which a shareholder vote can be required under a corporation’s articles, etc). In addition, the shareholders at such meeting decide on the discharge of the board of directors and, in some instances, of the management board – and, to the extent necessary, elect or re-elect members of the board of directors and the auditor of the corporation. If all shareholders are present or validly represented by a proxy, the shareholder meeting qualifies as a “universal/full shareholder meeting” for which the requirements and timelines regarding the calling of a shareholder meeting do not apply. Shareholders who jointly hold 10% of all countable votes arising from the share capital are entitled to request the calling of a shareholder meeting. In addition, shareholders of at least 5% of all the votes arising from the corporation’s share capital are entitled to request that an item be placed on the shareholder meetings agenda. Furthermore, it is possible to hold additional/extraor - dinary general shareholder meetings. Such meet - ings can be convened by the board of directors in accordance with the articles and statutory law. It is also permissible for a shareholder who represents at least 10% of the corporation’s share capital to request the board to convene such extraordinary shareholder meeting. For publicly traded companies, this thresh - old is lower.
It is now possible to hold virtual shareholder meetings provided that the articles of a corporation permit the holding of such meetings. It should be noted that, for certain material sharehold - er resolutions, simple majorities are not sufficient. For such resolutions, a qualified majority (as defined in the articles or by statutory law) will be required. This can de facto result in a blocking power of majority share - holders, whose consent would be required to reach a qualified majority. 4.4 Shareholder Claims A shareholder can be entitled to sue a member of the board of directors or the corporation’s auditor on the shareholder’s own behalf or, in a scenario where the corporation is in financial distress, on behalf of the corporation (eg, for breach of duties; see 3.8 Breach of Directors’ Duties ). Furthermore, a shareholder can challenge a share - holder resolution, provided that such legal action complies with the statutory requirements and (rela - tively short) timelines. However, a shareholder cannot challenge a decision of the board of directors or of the management body. Nonetheless, the law grants protection since board resolutions that infringe basic rules qualify as null and void. A shareholder can there - fore submit such resolution to the court and request that the court declares such resolution null and void. 4.5 Shareholders in Publicly Traded Companies There are no limitations as far as the maximum num - ber or percentage of shares or securities held by shareholder are concerned. However, it is possible for a corporation’s articles to include a limit, as far as the exercise of voting rights is concerned (including by introducing different share categories with different voting rights). Conversely, Liechtenstein laws provide for certain dis - closure obligations. Such obligations mainly concern listed companies and other companies that are regu - lated by and supervised by the Liechtenstein FMA. If an investor acquires or sells, directly or indirectly, shares in such company so that his or her voting rights reach, depending on the type of target, exceed or fall
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