NEW ZEALAND Law and Practice Contributed by: Graeme Quigley, Ashton Goatley and Erin Hickey, Webb Henderson
5.4 Shareholder Claims See 4.8 Consequences and Enforcement of Breach of Directors’ Duties . Dissenting shareholders also have what is com - monly known as “minority buyout right” if certain proposals are approved by shareholders and the dissenting shareholder votes against the pro - posal. The relevant categories of proposal are: • an alteration of rights attached to shares in the company; • adopting, revoking or changing the com - pany’s constitution in a way that imposes or removes a restriction on the activities of the company; • amalgamating the company with another company; or • entering into a major transaction. In such a case, the dissenting shareholder may require the company to purchase their shares at fair value (as determined by binding arbitration, if the value is not agreed). 5.5 Disclosure by Shareholders in Publicly Traded Companies Under the FMCA, a person is “substantial prod- uct holder” of a listed issuer if the person has “relevant interest” in 5% or more of the quoted voting products (eg, ordinary shares in a listed company) of the listed issuer. The definition of “relevant interest” for this purpose is broadly aligned with that set out in 4.5 Rules/Require- ments Concerning Independence of Directors with regard to directors’ interests in shares, although the two definitions diverge in some respects. The definition of “relevant interest” captures persons who are the ultimate benefi - cial owner of the share or who may exercise (or control the exercise of) the power to vote or the power to acquire or dispose of the share.
postal vote, are entitled to exercise a majority of the votes entitled to be cast. If the directors have elected a chair of the board, that person must chair the meeting if they are present. If the chair is not present within 15 min - utes, the shareholders present may choose one of their number to chair the meeting. For meetings held in person, the default method for voting is by a show of hands or by voice. For meetings via audio or audiovisual com - munication, the chair may decide how a vote is to be conducted. In each case, the number of shareholders who have voted for or against each resolution by postal vote is also counted. Any five shareholders, the chair, or shareholders who together hold 10% of the votes may require a poll to be conducted – in which case, votes must be counted according to the number of votes attached to the shares held by the relevant shareholders. Postal votes must be received by the person authorised to receive and count them (or, if there is no such person, any director) at least 48 hours prior to the meeting. The board must ensure that minutes are kept of all proceedings at shareholders’ meetings. Min - utes that are signed as correct by the chair are prima facie, evidence of the proceedings. Shareholders may raise matters for discussion or resolution at the next meeting of sharehold - ers. The Companies Act specifies the time - frames that must be met by a shareholder who proposes to do so and how the cost of giving notice of those matters to all shareholders will be met (ie, whether by the proposing shareholder or the company).
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