حق صغار المساهمين في الاشتراك في إدارة شركة المساهمة العامة : دراسة مقارنة

Abstract

Abstract: This study is based on a substantial concept which is attempting to enable minority shareholders carry out a larger role in their company management. So, it is customary to have the role of minority shareholders limited to attending the general assembly meetings and vote on the decisions and look into the instruments which calls into question that the role of these is not considered as participation in the management, although modern legislations consider it as part thereof. And, to attain such an objective here is presented the shareholders financial and administrative rights then the legal nature of the joint stock companies and, its effect on the participation by minority shareholders in management, and it was revealed through that, that the company in its modern conception is still hostage to old inherited rules which depend on the majority idea which in turn empowered the major shareholders to take hold of its management, and take the decisions irrespective of being in the interest of minority shareholders or otherwise in conflict with such interests. And, it was demonstrated that the majority shareholders frequently tend to arbitrariness in taking their decisions which would expose the interests of minority shareholders to damage, the fact which some legislations coped with including the Bahraini legislation and developed many sanctions for it. It was revealed that the procedures adopted by modern legislations do not satisfy the right of minority shareholders in management, and that the administrative rights of shareholders are not of management in any sense, that's because, attending the meetings of general assembly is far apart, and in which only general policies are discussed, and in its current state is under the influence of the majority shareholders, on the other hand, voting, if it was lacking any effect then it is of insignificant value; because who owns the larger portion of shares is who owns the decision making, yet the right of accessing is not more than reporting of what has been done without having participated in its making. And, since the governance is the most important modern approaches in ensuring the rights of shareholders, it was given a separate chapter, and it was revealed that it is not more than an organization of what prevailed in modern legislations, and does not rise to the level of engaging the minority shareholders though it advanced an important step in separating between the ownership and management which means possible engagement of the minority shareholders who are able to manage their companies. It was revealed, beyond doubt, that modern corporate legislations- including the Bahraini corporate law- do not provide total protection to minority shareholders and still consolidate the rights of the wealthy and allow them a great deal of advantages thus enabling them to take control of the companies, make the decisions and seize the company resources for their own interests at the expense of the minority shareholders. Moving out of this situation requires reconsideration of corporate rules and, articulation of their provisions in a way to ensure the protection of minority shareholders and enable them play an active role in corporate management in order to achieve their interests and protect their rights, that's because participation in management will ensure the protection of other rights.