LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys-at-Law Ltd.
5.5 Disclosure by Shareholders in Publicly Traded Companies There are no such limitations as far as the maxi - mum number or percentage of shares or securi - ties held by a shareholder is concerned. How - ever, it is possible that a corporation’s articles include such limit, as far as the exercise of voting rights is concerned (also by introducing different share categories with different voting rights). Conversely, Liechtenstein laws provide for cer - tain disclosure obligations. Such obligations mainly concern listed companies and other companies that are regulated by and supervised by the Liechtenstein FMA. If an investor acquires or sells, directly or indirectly, shares in such company so that his/her voting rights reach, depending on the type of target, exceed or fall below 5%, 10%, 15%, 20%, 25%, 33%, 50% or 66%, such transaction and the resulting new shareholdings must be notified in advance to the FMA and to the target company. The Disclosure Act ( Offenlegungsgesetz ) further provides very detailed disclosure rules for a number of differ - ent scenarios. However, these rules only apply to Liechtenstein corporations that are listed on a stock exchange. In accordance with anti-money laundering leg - islation, a corporation must register, on a timely basis, those of its shareholders/beneficial own - ers that hold more than 25% of the voting rights/ share capital (or do otherwise control the cor - poration) in the Register of Beneficial Owners, which is maintained by the Office of Justice in Vaduz.
convene such extraordinary shareholder meet - ing. For publicly traded companies, this thresh - old is lower. It is now possible to hold virtual shareholder meetings provided that the articles of a corpora - tion permit the holding of such virtual meetings. It should be noted that, for certain material shareholder 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 shareholders, the consent of whom would be required to reach a qualified majority. 5.4 Shareholder Claims For instance, 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 of the corporation’s finan - cial distress, on behalf of the corporation – eg, for breach of duties (see 4.8 Consequences and Enforcement of Breach of Directors’ Duties ). Furthermore, a shareholder can challenge a shareholder resolution, provided that such legal action complies with the statutory requirements and (relatively short) timelines. However, a shareholder cannot challenge a deci - sion of the board of directors or of the manage - ment body. Nonetheless, the law grants protec - tion since board resolutions that infringe basic rules qualify as null and void. A shareholder can therefore submit such resolution to the court and request that the court declare such resolution null and void.
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