MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
The notice must be accompanied by a detailed agen - da and with any other document relevant to the meet - ing. Meetings may be held in person or by audio or audio-visual communication. A quorum requires shareholders or proxies able to exercise a majority of votes on the business to be transacted; if not present within 30 minutes, the meet - ing adjourns to the same day in the following week at the same time and place, or to such other date, time and place as the directors may appoint. Voting is by the method the chairperson determines; a poll may be demanded by five or more shareholders, holders of at least 10% of voting rights, or the chairperson. Share - holders may vote by proxy or postal vote (received at least 48 hours before the meeting). Written resolutions signed by holders of at least 75% of votes entitled to be cast (or such higher percentage as the constitution requires) are a valid alternative to a formal meeting; private companies need not hold an annual meeting where all matters are addressed by written resolution. Where the constitution requires a director or the board to exercise or refrain from exercising a power in accordance with a decision or direction of share - holders, any shareholder who participates in such a decision is deemed a director for certain directors’ duties under the CA. 4.4 Shareholder Claims Under the CA, shareholders have several distinct bas - es of claim against the company or its directors. These are summarised as follows. • Injunctions – A shareholder may apply to the court for an order restraining a company or a director from engaging in conduct that would contravene the company’s constitution or the CA. The Court may also grant interim orders and consequential relief. • Derivative actions – See 3.8 Breach of Directors’ Duties – derivative actions by shareholder or direc - tors. • Personal actions against directors – See 3.8 Breach of Directors’ Duties – personal actions against directors.
• Personal actions against the company – Any share - holder may bring an action against the company for breach of a duty owed by the company to them as a shareholder. • Actions to require the company to act – A share - holder may apply to the court for an order requiring the company, its board or a director to take any action that is required by the constitution or the CA, where the court is satisfied it is just and equi - table to do so. • Representative actions – Where a shareholder brings proceedings against the company or a director and other shareholders have the same or substantially the same interest in the subject mat - ter, the court may appoint that shareholder to rep - resent all or some of those shareholders. The court may make orders as to the control and conduct of the proceedings, costs and the distribution of any amount ordered to be paid by a defendant. • Prejudiced shareholders – See 3.8 Breach of Directors’ Duties – prejudiced shareholders. This remedy is not available to shareholders of GBCs or ACs unless the constitution expressly provides otherwise. • Declaration of breach of directors’ duties – See 3.8 Breach of Directors’ Duties – declarations and injunctions by members or debenture holders. • Minority buy-out rights – A shareholder who voted all shares registered in their name (and beneficially owned) against a special resolution to alter the constitution (imposing or removing a restriction on business activities), approve a major transaction, or approve an amalgamation, or did not sign a written resolution, may require the company to purchase their shares by written notice within 14 days. The board must then arrange purchase at a fair and reasonable price (by the company or a third party), apply to the court for an exemption, or rescind the resolution. Price disputes may be referred to arbi - tration. The court may exempt the company where purchase would be disproportionately damag - ing, financially unviable, or otherwise not just and equitable. 4.5 Shareholders in Publicly Traded Companies Every public company must maintain a register of substantial shareholders (persons holding at least
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