By notarized act K agrees to transfer her

By notarized act, K agrees to transfer her land to Gmb. H, and she receives registered shares. M, a coshareholder, arranges for the land to be mortgaged (and likely lost). K wants to void her investment and get the land back. Can she?

AG (corporation) is owned A. Yes. MW’s shares are as follows: MW - 52%, SS registered and it is - 40%, Bank - 8%. At a public knowledge that shareholders’ meeting, MW has voting control. MW (also the company B. No. MW is disqualified manager) proposes a from voting, since a shareholder resolution to shareholder cannot ratify all management acts during the previous year. vote on the substance of his own acts. Can MW’s interested vote count?

AG (corporation) is owned as follows: MW - 52%, SS - 40%, Bank - 8%. At a shareholders’ meeting, MW (also the company manager) proposes a shareholder resolution to ratify all management acts during the previous year. Can MW’s interested vote count?

Slight change in the facts. A. Yes. Unlike partnership whose MW transfers his AG assets are owned shares to Gmb. H (that he jointly, Gmb. H is owns with son JW). Then separate entity. Gmb. H resubmits the B. No. The resolution is same resolution, now to void as against good ratify all management morals. acts during the previous C. No. Since managertwo years. shareholders cannot vote, managercontrolled company Can Gmb. H’s vote count? shareholder cannot.

Slight change in the facts. MW transfers his AG shares to Gmb. H (that he owns with son JW). Then Gmb. H resubmits the same resolution, now to ratify all management acts during the previous two years. Can Gmb. H’s vote count?

The saga continues. MW claims that SS is an “opportunist” trying to obstruct the business so that MW will sell to him cheap. Can MW, nonetheless, enforce his rights to set aside the attempted ratification? A. Yes. The provisions allowing shareholder to set aside unlawful corporate action is not conditioned on good morals. B. No. A lawsuit seeking to enforce rights out of spite, for selfish and extortionate purposes is faithless and will not stand (if so proved).

The saga continues. MW claims that SS is an “opportunist” trying to obstruct the business so that MW will sell to him cheap. Can MW, nonetheless, enforce his rights to set aside the attempted ratification?

A charter amendment would convert bearer shares to registered ones. A shareholder sues to annul, claiming that the free transferability of bearer shares is a vested right. Is the shareholder protected against majority abuse? A. Yes. Vested rights have a long history in civilian company law. Like debt, bearer shares, are personal. B. No. Conversion does not affect right of alienability. And there is no vested right to anonymity. Majority rules!

A charter amendment would convert bearer shares to registered ones. A shareholder sues to annul, claiming that the free transferability of bearer shares is a vested right. Is the shareholder protected against majority abuse?

Who is Calisto Tanzi and why is he so happy?

A. He (and a host of financial institutions) have been sued in class actions by Parmalat shareholders (in the US). B. He has been sued by the Italian SEC (Consob) for securities fraud. C. He has been criminally prosecuted and is under house arrest; victimized parties have joined the criminal proceeding.