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Cumulative Voting and the Protection of Minority Shareholders in the CIS

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Chapter Summary

This chapter briefly reviews the status of cumulative voting in the Commonwealth of Independent States (CIS) legislation. It then puts forward a number of problematic issues related to cumulative voting, and examines their manifestation in the CIS context. The CIS company laws require joint-stock companies to set up a board of directors that is entrusted with strategic decision-making, management supervision, and other important functions. Another characteristic of cumulative voting is the direct relationship between its effectiveness and the number of directors on the board. The more directors shareholders can elect during the general meeting of shareholders (GMS), the greater the opportunity for minority shareholders to elect representatives to the board of directors. Company laws often allow a shareholder or a group of shareholders possessing at least 10% of a company's voting shares to call an extraordinary meeting of shareholders (EMS).

Keywords: CIS company laws; cumulative voting; extraordinary meetings of shareholders (EMS); general meeting of shareholders (GMS); joint-stock companies; minority shareholders



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