CHILE Law and Practice Contributed by: Franco Acchiardo, Francisca Castro, Hugo Prieto and Manuel Diumenjo, Clyde & Co Chile
5.3 Shareholder Meetings Shareholder meetings are required under the Ley sobre Sociedades Anónimas (LSA). The LSA dis - tinguishes between ordinary and extraordinary shareholders’ meetings, each governed by spe - cific rules. Ordinary Shareholders’ Meetings Corporations must hold an ordinary sharehold - ers’ meeting annually, within the first four months of each year, to address the following matters: • reviewal of the company’s general situation, including the reports of account inspectors and external auditors, and the approval of the annual report, balance sheet, and other finan - cial statements presented by management; • the distribution of profits; • the appointment or removal of board mem - bers and external auditors. Extraordinary Shareholders’ Meetings These must be convened for matters not cov - ered in ordinary meetings, particularly those that may involve amendments to the company’s by- laws. Examples include: • capital increases or reductions; • mergers, spin-offs, or dissolutions; • changes to the company’s corporate pur - pose; and • other matters that, by law or by-laws, require an extraordinary meeting. Quorum and Approval Requirements A valid meeting requires a legal call (citation) and the presence (in person or by proxy) of shareholders representing at least 50%+1 of the issued voting shares. Resolutions at ordi - nary meetings are adopted by majority vote of the shares present or represented. Extraordinary meetings may require higher quorums and vot -
However, full shareholder lists are not publicly available, except when required in specific regu - latory filings, investigations, or judicial proceed - ings. 5.2 Role of Shareholders in Company Management Under Chilean law, shareholders do not partici - pate in the day-to-day management of a com - pany, which is entrusted to the board of directors and executive officers. This separation of owner - ship and management is a fundamental principle of corporate governance in Chile. However, shareholders have significant rights and influence through shareholders’ meetings, where they may vote on key corporate matters, including: • appointment and removal of directors; • approval of the company’s annual financial statements; • distribution of dividends; • major corporate actions such as mergers, spin- offs, or amendments to the by-laws; • director and auditor compensation (in the case of directors, mandatory for publicly traded com - panies). While shareholders cannot issue binding instruc - tions to the board or management regarding operational matters, they may challenge deci - sions that infringe upon their rights or breach corporate governance principles. In some cases, shareholders can bring legal actions (eg, nullity or liability claims) or request the intervention of the CMF if public market rules are violated.
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