The Supreme Court recently explained the type and extent of information that a shareholder may require from a private or public limited liability company. Information may not be given if a basis exists to presume that providing information may cause significant damage to the interests of the company. In a recent case, the Supreme Court explained that in refusing to give information to a shareholder a public limited company must explain why potential damage to the interests of the company is real and significant considering all the circumstances and reasonable business practice. The same aspects should be taken into account in relation to a private limited company.
The Supreme Court stressed the following:
As a general rule, information which should be published in the annual report must be provided to a shareholder.
- A shareholder is entitled to information about a management board member agreement – the amount and conditions of remuneration and bonuses, and data about the person who concluded the agreement on behalf of the company.
- Information about transactions with related persons should also be provided – whether and on what conditions such transactions have been concluded. Information on transactions with management and supervisory board members must be provided, including a description of related persons, the extent of the transaction, and the balance at the date of balance sheet.
- Data concerning significant investments conducted and planned must also be provided.
The Supreme Court explained that a former shareholder who has been excluded from the company on the basis of their damaging the interests of the company also has a right to information from the company. However, in that event only information concerning the period when the person was a shareholder need be provided. The Supreme Court also stressed that the general rule of exercising shareholder’s rights jointly in the event of joint ownership of shares is not applicable in the event of a shareholder’s request for information. Joint owners of shares can also file individual requests for information as it is not possible to harm another owner’s rights by exercising the right to information.