EGYPT Law and Practice Contributed by: Mohamed Hashish, Heba El Abd and Mariam Rabie, Soliman, Hashish & Partners
their activism independently and protecting the minor - ity shareholders as well. In this regard, generally, the company’s resolutions are issued upon the approval of the shareholders of the company. Every shareholder shall have the right to attend the general assembly regardless of the number of shares owned, discuss the matters on the agenda and vote accordingly. Furthermore, shareholders own - ing at least 5% of the total shares of the company shall have the right to make a request calling for an ordinary general shareholders’ meeting subject to determining the agenda of the meeting; an extraordinary general shareholders’ meeting may be called to convene upon the request of shareholders owning at least 10% of the total shares of the company. This being said, the Companies Law requires a quo - rum for the validity of the general assembly meetings, whereby, for the ordinary general shareholders’ meet - ings, the attendance of shareholders owning at least 25% of the total shares of the company is required, unless the company’s articles of association require a higher percentage that does not exceed 50% of the total shares of the company. The resolutions shall be issued if approved by the absolute majority of the attending shareholders. As for extraordinary general shareholders’ meet - ings, unless otherwise stipulated in the company’s articles of association, the Companies Law requires the attendance of shareholders owning at least 50% of the total shares of the company. The resolutions shall be issued if approved by shareholders owning at least two-thirds of the total shares of the company; however, if the resolutions relate to an increase of the authorised capital, a decrease of the capital, the liq - uidation of the company, changing the objective of the company, or merging or splitting up the company, the resolutions shall be issued if approved by at least three-quarters of the shares represented in the meet - ing. The shareholders may request the annulment of a resolution if the resolution in question is issued in vio- lation of the provisions of the Companies Law or the company’s articles of association, or if the resolution
is issued for the benefit or detriment of certain share - holders, or brings special benefit to the members of the board of directors or others without the considera - tion of the company’s interests; however, in all cases, the Companies Law specifies that the annulment may only be requested by those shareholders who had objected to the resolution during the meeting, or who did not attend for a plausible reason. In addition, the shareholders shall have the right to have access to the company’s records and documents and to make copies accordingly. Additionally, shareholders may insert into a sharehold - ers’ agreement and/or include in the company’s arti - cles of association reserved matters that require and shall only be implemented if approved by the affirma - tive votes of all shareholders. 11.2 Aims of Activists Due to the lack of activist shareholder background, shareholders in Egypt do not typically push for M&A transactions, spin-offs or major divestitures. Such decisions are usually driven by controlling sharehold - ers. However, unless otherwise stipulated in the com - pany’s articles of association, the Companies Law requires that resolutions relating to the increase of the authorised capital, the decrease of the capital, the liquidation of the company, changing the objective of the company, or merging or splitting up the company shall be issued if approved by at least three-quarters Shareholder activism is not common in Egypt, in light of the fact that Egyptian laws do not explicitly regulate or provide for shareholder activism; accordingly, there tends to be no interference with the completion of announced transactions. However, generally, it is worth noting that with respect to the new merger control regime, the ECA publishes on its website contemplated economic concentrations to allow third parties to submit their views on said transactions. of the shares represented in the meeting. 11.3 Interference With Completion
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