Summary

In order to assure the effective operation of joint stock companies, the principle of majority rule has been established in the decisionmaking process. At the same time, shareholders may have differing views on what is best for the stock company. Furthermore, a majority of shareholders may want to establish advantages for themselves to the detriment of minority shareholders.
The protection of minority shareholders can be effected in two ways. For one, a qualified majority vote may be required for the protection of minority rights in deciding certain matters. For another, a certain number of shareholders may have the right for certain actions (for example to request special audits). The author deals in depth with matters that are problematical from the perspective of infringing on the rights of minority shareholders, such as restricting the preemptive rights of first refusal, decisions on declaring dividends, solicitations of proxies from passive shareholders, and right to obtain management information from the company. The article compares Estonian regulations in these matters with Swedish and Swiss legislation and with draft structural directives of the European Union. The author arrives at the conclusion that the protection of Estonian minority shareholders is comparatively weak and proposes the introduction of additional provisions into Estonian business law.