Proxy Voting at the General Meeting of a Public Joint Stock Company – General View and Possibility of Abuse

Abstract

This paper analyses proxy voting at the general meeting of a public joint stock company. Proxy voting is an important element in exercising the shareholder’s right to vote, the most important right of the shareholder. This article aims to analyse regulation of proxy voting, and possibility of its abuse through proxy solicitation, using a normative analysis of relevant regulations. Proxy solicitation is an issue that is becoming notable in the member states of the European Union, as it can serve for gaining a controlling influence in the company. Although Shareholders’ Rights Directive does not regulate proxy solicitation, preamble of this directive indicates the possibility of abuse of proxy voting by proxy solicitation. The results of the research show that regulating proxy solicitation shall be considered, in order to prevent its abuse.