Shareholder Meetings Research Articles

Customers as Friendly Shareholders: Uncovering the Complex Mutual Fund-Broker Relationship

This paper examines mutual funds’ dual role as both clients and shareholders of broker banks. Mutual funds are more likely to hold and significantly overweight stocks of their broker banks. In line with the portfolio decisions, fund voting is biased toward broker management in contentious proposals. Such voting bias is inconsistent with maximizing broker banks’ shareholder value yet significantly affects voting outcomes and the presence of contentious proposals at the banks’ shareholder meetings. Furthermore, we show that although client funds are rewarded with preferential initial public offering allocations from connected brokers for their voting support, fund managers’ engagement in reciprocal practices is ultimately determined by the economic tradeoffs they face. Our study not only uncovers a new mechanism—being brokers’ friendly shareholders—through which the two parties maintain their quid pro quo relationships but also raises a broader concern about governance of important financial institutions. This paper was accepted by Victoria Ivashina, finance. Supplemental Material: The data files and online appendix are available at https://doi.org/10.1287/mnsc.2023.4820 .

Analysis of Decisions of The General Meeting of Shareholders That Have a Balanced Percentage of Share Ownership

This Legal Research is entitled Juridical Analysis of the decisions of the General Meeting Of Shareholders (GMS) that have a balanced percentage of ownership in a limited liability company. If there is a Limited Liability Company in which there are only 2 (two) shareholders who have a balanced percentage of ownership so that there is a problem, namely that one of the shareholders does not attend the GMS or one of the shareholders does not agree on a GMS decision. The provisions regarding the quorum of the GMS and the decisions of the GMS have been determined with certainty, but in reality problems regarding this are still encountered. This research based on by 2 (two) problem formulations, the first is how to regulate shareholders who have a balanced percentage of ownership in the legislation, then the second is how the legal steps should be taken by shareholders. The First results of this study are if the two shareholders still have different interests then the Company is unlikely to continue. Because the two shareholders are decision makers, and if the deadlock continues then this will have an impact on the Company. In this case, the district court may dissolve the Company on the grounds that it is impossible for the Company to continue. And the Second, is a legal step that can be taken by one of the shareholders is to apply for an application to the district court, namely by requesting a quorum and the decision of the GMS.

Authenticity of the Deed of General Meeting of Shareholders (GMS) Conducted on the Basis of Cyber Notary During the Covid-19 Pandemic

The Covid-19 pandemic that has hit the entire population of the world in recent times has had a significant impact on human life. People around the world have to start getting used to adapting to new habits due to the presence of the Covid-19 virus. This is also the case in Indonesia, one of the government's policies is to issue a policy to carry out all activities at home, starting from work, school, and the obligation to limit activities outside the home or even limit meeting people. This policy also has an impact on the performance of the Notary, where the Notary in making an authentic deed is obliged to deal with the parties. The solution related to this then emerged a policy regarding cyber notary, where in making an authentic deed the Notary does not have to deal with the client and the deed can be signed electronically. This policy raises pros and cons, including the authenticity of the GMS deed which is carried out using the cyber notary method. This study uses a normative juridical method with a qualitative approach. The purpose of this study is to find out about the authenticity of the deed of the GMS made with a cyber notary during the covid-19 pandemic. The result of this research is that the deed of the GMS made using the cyber notary method is an authentic deed if it is made on the basis of the lex specialist derogate legi generali principle. it is in Article 77 paragraph (1) in conjunction with Article 77 paragraph (4) of the Limited Liability Company Law. After the parties have signed the deed of the GMS, the Notary on the basis of Article 11 of the ITE Law and the fulfillment of the lex specialist principle, the deed can be used as perfect evidence in court.

Analysis of the Case PT Metro Mini Sues the Limited Liability Company Law to the Constitutional Court

The General Meeting of Shareholders (GMS) is the highest institution and part of the Company as a place for shareholders to make important decisions whose authority is not given to the Board of Directors or the Board of Commissioners within the limits determined by law and/or the Articles of Association. The law is based on Article 1 paragraph 4 of the Limited Liability Company Law. Pursuant to Article 86 paragraph 1 of the Limited Liability Company Law, a GMS can be held if more than 1/2 of the total shares with voting rights are present or represented, unless the law and/or articles of association determine a larger quorum. In the second GMS as referred to in paragraph 2 is valid and a decision can be made if in the GMS at least 1/3 of the total shares are represented or represented, unless the articles of association determine a larger quorum based on the provisions of Article 86 paragraph 4 of the Limited Liability Company Law. If the quorum for the second GMS as referred to in Article 86 paragraph 4 is not reached, the Company may request the chairman of the district court whose jurisdiction covers the Company's position to determine a quorum for the third GMS based on the provisions of Article 86 paragraph 5. The GMS will have a grace period regarding the implementation of the second GMS and third, namely no later than 10 (ten) days and no later than 21 (twenty one) days after the GMS that preceded it was held, according to the provisions of Article 86 paragraph 9 of the Limited Liability Company Law it becomes a matter to be decided by the Constitutional Court. The problem caused by the Judicial Review of Article 86 paragraph 9 of Law Number 40 of 2007 concerning Limited Liability Companies is due to the length of time in which the decision of the District Court was received in the implementation of the GMS made the results of the implementation of the Third GMS of PT. Metro Mini was blocked in the Ministry of Law and Human Rights system so that it became a loss in the legality of the Metro Mini company due to the holding of the Third GMS of PT. Metro Mini is carried out more than the time specified in Article 86 paragraph 9 of the Limited Liability Company Law. Therefore, the Government should immediately revise Law Number 40 of 2007 concerning Limited Liability Companies, in particular Article 86 paragraph 9 which previously stated "The second and third GMS shall be held within a period of no sooner than 10 (ten) days and no later than 21 (twenty one) ) days after the GMS that precedes it is held” becomes “the second and third GMS is held within a period of no sooner than 10 (ten) days and no later than 21 (twenty one) days after the GMS that precedes it is held or in the event that the GMS is held based on a court order This is no later than 21 (twenty one) days after the district court's decision is obtained. Because of the Constitutional Court Decision No. 84/PUU-XI/2013, so that the meaning of the Constitutional Court's decision becomes a positive norm reference, because the Indonesian legal system adheres to the continental European legal system.

Institutional shareholders, proxy advisor recommendation, and vote outcomes in shareholder meetings

Our investigations into the shareholder meetings of UK indexed companies indicate that vote outcomes become more sensitive to proxy advisor recommendations as ownership by well-diversified foreign institutions increases. Vote sensitivity is associated especially with ownership by well-diversified institutional investors that speak a different language. The results support the recent regulatory focus on proxy advisory firms and on how institutional investors manage their fiduciary duties. The findings are supported by firm*agenda fixed-effects models, matching analyses of director election, alternative definitions of portfolio diversification, and examination of specific countries’ institutions that reduce endogeneity biases. French and Japanese data also show qualitatively the same result.

Establishment of Individual Limited Liability Company

In the business world, many entrepreneurs choose Individual Limited Liability Companies (PT) in running their businesses. There are many reasons why entrepreneurs choose this, including because capital/shares have assets that are separate from the assets of the shareholders, shareholders have limited responsibility, there is a separation of functions between shareholders and management or directors, and the highest authority is exercised by the organs of the company, namely the General Meeting of Shareholders, the Board of Directors and the Board of Commissioners together. The research method for this article is library research. Even though there is only one founder, it is necessary to emphasize that an individual PT has the same legal status as the PT that we have known so far, with at least 2 shareholders and founders (hereinafter referred to as an ordinary PT).

Implications of Limited Liability Company After Being Declared Bankrupt

Bankruptcy is a situation where a debtor is unable to pay his debts and can be billed. Companies that have been declared bankrupt in this case must be dissolved in order to change their legal entity status so as not to cause losses to related parties. A limited liability company that is declared bankrupt does not immediately stop and disband but still exists as a legal entity. Under certain circumstances, it continues to operate as usual, the limited liability company does not go bankrupt and can still carry out its business activities. This study formulates two problems, namely first, what is the process for dissolving a Limited Liability Company after being declared bankrupt? and second, what are the implications of a Limited Liability Company after being declared bankrupt. The type of research used in this case is normative juridical. Legal research conducted by reviewing the literature is referred to as secondary data. The results of this study are that liquidation is processed by first holding a General Meeting of Shareholders and the implication is that a Limited Liability Company after being declared bankrupt makes the company lose its right to manage and control the company's assets.

Securities as Capital Deposit in the Establishment of Limited Liability Company

There are various types of business entities in Indonesia, namely divided into non-legal entities and legal entities. One of which frequently chosen by the business actor is a limited liability company (PT) due to its limited liability which only need to provide a capital that has separate assets between private ownership and the company. To establish a Limited Liability Company, the Company will need a Capital Deposit to run the business. Usually, the capital is paid in cash. The research aims to determine whether the capital deposit required to establish a limited liability company can be paid using a method other than Cash. The research is using a normative legal research by using statute and library approach. The research findings reveal that according to Article 34 paragraph (1), the capital deposit can be made in Cash and/or other forms. It means if the Capital Deposit, which is paid in other forms, can be valued in money, and accepted, as well as approved, by the Company’s founders. Payment of shares in securities must be announced, at least, in 1 (one) newspaper or more within 14 (fourteen) days after the deed of establishment is signed or after the General Meeting of Shareholders decides on the payment of shares.

General Meeting of Shareholders Based on Notary Rules and Electronic Evidence

The purpose of this study was to analyze an event of the General Meeting of Shareholders (GMS) which was held electronically. The legal status of the minutes of the electronic GMS whether as a legal act, a real act or as a mere fact greatly influences its impact as an authentic deed. This means that a mere fact such as the existence of a piece of land that is flooded, the mental state of a person, cannot be proven by an authentic deed. The results of the legal analysis, the GMS event which was held electronically where the shareholders were not in the same meeting place, but attended based on electronic media, there is still a legal loophole for the shareholders to deny the results of the electronic GMS decision. The research was conducted in a juridical normative manner by reviewing regulations, norms and rules as well as concepts as well as related literature. The conclusion that the electronic GMS event is categorized as a mere fact referring to the Virlijden Rule (made, read and signed by all parties simultaneously at the same time) on the authenticity of the deed, so there is a legal loophole for the meeting participants to deny. The research was conducted using the Virlijden Rule and the Statement of Intention (Wilsverklaring) Rule and also supported by the Deconstruction theory that the interpretation of a text is never single and holds the potential for new and unexpected interpretations. As a legal act from the shareholders for the statement of their will, additional evidence is needed from the shareholders. The meeting participants make separate statements to be submitted electronically to the chairman of the meeting in addition to fingerprints or electronic signatures (e-signature) as regulated in the notary position law.

Implications of Limited Liability Company After Being Declared Bankrupt

Bankruptcy is a situation where a debtor is unable to pay his debts and can be billed. Companies that have been declared bankrupt in this case must be dissolved in order to change their legal entity status so as not to cause losses to related parties. A limited liability company that is declared bankrupt does not immediately stop and disband but still exists as a legal entity. Under certain circumstances, it continues to operate as usual, the limited liability company does not go bankrupt and can still carry out its business activities. This study formulates two problems, namely first, what is the process for dissolving a Limited Liability Company after being declared bankrupt? and second, what are the implications of a Limited Liability Company after being declared bankrupt. The type of research used in this case is normative juridical. Legal research conducted by reviewing the literature is referred to as secondary data. The results of this study are that liquidation is processed by first holding a General Meeting of Shareholders and the implication is that a Limited Liability Company after being declared bankrupt makes the company lose its right to manage and control the company's assets

Formulation for the Regulation of The Notary's Function and Role in Electronic General Meetings (GMS) of Shareholders

Legal politics in the era of technological development, makes the legal profession, especially notaries, must keep up with the times. A notary in carrying out his position as a Notary utilizes technology to facilitate the implementation of that position. Notaries as public/state officials have the authority to make authentic deeds. Notaries in carrying out their profession are required to adapt and keep up with the times, the goal is to be able to face the challenges of global competition. As time goes by, of course Science and Technology continues to develop, so that there are facilities such as internet networks and electronic media that can be used for two-way communication and make it possible to see each other such as chat, teleconference, and video conference. GMS (General Meeting of Shareholders) can also be held via teleconference, considering cost and time efficiency. Law of the Republic of Indonesia Number 40 of 2007 concerning Limited Liability Companies regulates things that can be done through teleconference media regulated in Article 77 Paragraph (1) of the PT Law so that it allows shareholders to hold GMS without having to meet in person and be in one place but can carried out by teleconference which allows shareholders to see each other and actively interact in meetings. The method used in this research is normative legal research which is carried out as an effort to obtain the necessary data related to the problem. The data used is secondary data consisting of primary legal materials, secondary legal materials, and tertiary legal materials. In addition, primary data is also used to support secondary data legal materials. Data analysis was carried out using qualitative juridical analysis methods. From the results of the research it can be obtained that the GMS held by teleconference is invalid because it violates the provisions in Article 16 paragraph (1) letter m UUJN which requires the physical presence of the parties in the process of preparing an authentic deed so that the strength of proof of the deed is under the hands as a result of an act which is not in accordance with Article 16 Paragraph (1) letter m. Notaries in this case have roles and functions related to cyber notaries. The deed of the GMS was made with a Cyber notary and the signing is permissible and legally done because in article 77 of the Company Law it is very clear that it is regulated then, in particular the signature gets legal protection provided by the ITE Law but the Cyber notary has not been fully supported by legislation in Indonesia , even though there is a possibility, it cannot be carried out because it is limited by other laws, so cyber notaries cannot be implemented legally in Indonesia. There is still a need for specific arrangements regarding cyber notaries in Indonesia.

Authority and Responsibilities of a Notary Regarding the Liquidation Process of a Limited Liability Company in the Republic of Indonesia

A notary is a public official who has duties and authorities related to making an authentic deed, in this case, the making of an act and the dissolution of a limited liability company. A limited liability company is a type of business entity consisting of shares. The establishment of a Limited Liability Company must meet the requirements specified in the laws and regulations. The Company's organs must exist within the Company, including the Company's organs, the General Meeting of Shareholders, the Board of Directors and the Board of Commissioners. Then regarding the dissolution of the company, the dissolution of the Company must be followed by liquidation. Meanwhile, liquidation is carried out by the liquidator or curator either based on the decision of the General Meeting of Shareholders or a court decision. This study aims to analyze the powers and responsibilities of a Notary concerning the liquidation process of a Limited Liability Company in Indonesia. The research method used is normative, using secondary data obtained from library research, including primary, secondary, and tertiary legal sources. The authority of a notary is to make a deed of the minutes of the first and second General Meeting of Shareholders and draw up a deed of dissolution of a limited liability company. The responsibilities of a notary in the liquidation of a limited liability company are regarding the responsibility for the deed he made and the civil, administrative, and criminal responsibilities. There are three processes. The first is the General Meeting Shareholders regarding the approval of the dissolution and the appointment of a liquidator. Second, namely the General Meeting of Shareholders agenda of approval of the liquidator’s report and the granting of release and discharge of the liquidator’s responsibilities. Finally, namely the making of a deed of dissolution of the company by a Notary.

LEGALITY EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IMPLEMENTATION BY SHAREHOLDERS

The General Meeting of Shareholders (GMS) is the organ of the company that has the highest authority in the company, and all decisions relating to the company are stipulated through the GMS after certain conditions have been met as stipulated in the laws and regulations. The purpose of this research is to find out the implementation of the Extraordinary General Meeting of Shareholders (EGMS) and the legal consequences of the Implementation of the Extraordinary General Meeting of Shareholders organized by PT. KOLINGKAS in terms of Law Number 40 of 2007 concerning Limited Liability Companies. This study uses normative legal research methods and uses a qualitative approach. As well as using primary, secondary and tertiary sources of legal materials from books, journals, laws and regulations related to the holding of the Extraordinary General Meeting of Shareholders. The results of the study show that the legality of holding an EGMS by shareholders can be seen from the legal consequences of holding an Extraordinary General Meeting of Shareholders (EGMS) held by PT. KOLINGKAS, in holding the Extraordinary General Meeting of Shareholders, the Plaintiff as a Member of the Board of Directors was not given any defense by the Defendants, in this case PT. KLK and also the plan to dismiss the Plaintiff as Director were not notified in advance to the Plaintiff, the implementation was carried out unilaterally, or the directors did not know about it, so that the Plaintiff was dismissed by the EGMS as stated in Deed Number 06 concerning Minutes of the Extraordinary General Meeting of Shareholders of PT. KLK does not meet the requirements and procedures set out in UUPT and is an unlawful act, then it has violated laws and regulations or it is considered that the decision is legally flawed. So that for fraudulent acts committed by parties within the company, the party conducting the Extraordinary GMS activities can be held liable for civil liability for these actions.

Типология решений собраний участников жилищных отношений

The article considers the currently existing types of meetings of participants in housing relations. The legal nature and correlation between the decisions of the general meetings of the owners of the premises of an apartment building, shareholders of housing cooperatives, members of the homeowners’ association are determined. The legal uncertainty in the considered issues is revealed and ways to improve the current legislation are proposed. In particular, it is concluded that the substitution of general meetings of owners by general meetings of shareholders or members of the homeowners’ association is impossible. It contradicts the very nature of these meetings.

Limited Liability Company: Resolving Demission State of Directors and Board of Commissioners Issue Through Company Law

The Directors and Board of Commissioners are the two main organs that carry outthe management and supervisory functions of the company. Based on Law No. 40 of2007 concerning Limited Liability Companies ("Law No. 40/2007"), the two organsof the company have a term of office for a certain period of time as stipulated inArticle 94 paragraph (3) and Article 111 paragraph (3) of Law No. 40/2007.However, Law No. 40/2007 does not definitively determine the length of term ofoffice that can be held by the Directors and Board of Commissioners. Therefore, inpractice the term of office for the Board of Directors and Board of Commissionersvaries according to the articles of association of each company. Obstacles that mayoccur in the practice of running a company are obstacles in reappointing orreplacing Directors and Commissioners whose term of office has ended. This is dueto the absence of preventive arrangements in terms of the reappointment orreplacement of theDirectors and the Board of Commissioners whose term of officehas ended due to a deadlock in holding the General Meeting of Shareholders("GMS"). The Directors and Board of Commissioners will be in a state of demissionand will no longer be able to act for and on behalf of the Company. This study aimsto discuss and analyze the company's legal stance in dealing with the issues of theBoard of Directors and Board of Commissioners who are in a state of demission.

Amendment Of Company Law: Resolving Demission State Of directors and Board of Commissioners Issue

Law No. 40 of 2007 concerning Limited Liability Companies ("Law No. 40/2007") has become the main regulation with regard to corporate law for 15 consecutive years. During the enactment of Law No. 40/2007, there are several unsolvable issues that requires an amendment to the company law. One of the issues relate to Directors and Board of Commissioners term of office. In practice, the term of office for the Board of Directors and Board of Commissioners varies according to the articles of association of each company. Obstacles that may occur in the practice of running a company are obstacles in reappointing or replacing Directors and Commissioners whose term of office has ended. This is due to the absence of preventive arrangements in terms of the reappointment or replacement of the Directors and the Board of Commissioners whose term of office has ended due to a deadlock in holding the General Meeting of Shareholders ("GMS"). The Directors and Board of Commissioners will be in a state of demission and will no longer be able to act for and on behalf of the Company. Law No. 40/2007 has yet regulated such matters and leave the issues unsolvable. This study aims to discuss and analyze the amendment of Law No. 40/2007 to overcome the demission state of Directors and Board of Commissioners.

The power of minority shareholders: evidence from voting on the related party transaction proposals in China

PurposeThe purpose of this paper is to evaluate the impact of minority shareholders’ attendance at shareholders meetings on related party transaction (RPT) proposals.Design/methodology/approachThis paper empirically examines the impact of minority shareholders’ attendance in shareholders’ meetings on the voting results of RPT proposals based on the hand-collected voting data of Chinese listed companies.FindingsThe empirical result shows a significant positive relationship between the attendance of minority shareholders and the nonagreeable vote rate of RPT proposals. Moreover, this positive relationship is strengthened when the corporate governance is poor, the negative media coverage is high, and the on-site attendance of minority shareholders is high. Conversely, good corporate governance and high positive media coverage can weaken this positive correlation. The additional analysis reveals that the number of RPTs and better market performance in the future can be significantly reduced when minority shareholders express their nonagreeable voice actively.Originality/valueThis paper analytically and empirically examines the impact of minority shareholders’ attendance in shareholders’ meetings on the voting results of RPT proposals based on the hand-collected voting data of Chinese listed companies. It provides direct and convincing evidence for the impact of minority shareholders’ attendance and exercise of voting rights in shareholders’ meetings on the outcome of RPT proposals. It complements the literature on the governance effects of minority shareholders’ attendance in shareholders’ meetings to exercise their voting rights in emerging capital markets. This study has practical value by guiding minority investors to participate actively in corporate governance.

Shareholder Engagement Inside and Outside the Shareholder Meeting

Shareholder Engagement Inside and Outside the Shareholder Meeting

Costs of voting and firm performance: Evidence from RegTech adoption in Chinese listed firms

Employing the 2014 mandatory adoption of online shareholder voting in China, we show that the reduction of voting costs through online voting is positively related to participation in shareholder meetings and future firm performance. Our mechanism analysis suggests that the improved firm performance is mainly driven by the enhanced governance role played by informed investors and institutional investors. Further analysis shows that online shareholder voting makes the firms more attractive to mutual fund managers who are far away from the firms. Moreover, we find that the improved firm performance is concentrated in firms with low controlling shareholder ownership, and that online shareholder voting is associated with an increased likelihood of vetoing proposals and lower tunneling.

Problematic of Implementation of Electronic GMS on Deeds Made by Notaries

The study reviewed the development of the digital era in the legal field, especially The Electronic General Meeting of Shareholders (GMS), which is ruled by law. The problem formulation was how the electronic GMS, according to positive law in Indonesia, and how the impact on the notarial deed related to its implementation. The method used by the researcher was normative and library study based on the primary material (legislation), secondary material (scientific works, journals, books, documents, and other literature), and tertiary legal materials (legal dictionaries). The study results were that E-GMS is effective today, then regulated in Art 77 UUPT and PJOK Number 16/Pojk.04/2020, so that the Limited Liability Company members can carry out the GMS as usual without being physically present to break the chain of the Covid-19 pandemic. Although the e-GMS arrangements have been regulated in the legislation, the lex specialist derogat lex generalist principle cannot be ignored; article 16 paragraph (1) letter (m) and Article 18 UUJN are still prioritized so that the electronic deed of the GMS cannot be carried out or will resulting in the legal force of the proof being a private deed.