Page 160 - Albanian law on entrepreuners and companies - text with with commentary

Article 9 of the Shareholder Protection Directive 2007/36/EC requires that every
shareholder shall have the right to ask questions related to items on the agenda of the General
Meeting. The company shall answer the questions put to it by shareholders. Paragraph (2) of
this provision allows Member States to subject this information right to measures which
ensure the identification of shareholders, the good order of General Meetings and their
preparation and the protection of confidentiality and business interests of companies. Article
138 (3) of the Albanian Company Law gives this right and rule acceptable shape. However,
the general information right provided by Article 15 may also be used to claim pre-meeting
information at the conditions set by those provisions. While the above-mentioned Directive
only applies to listed companies, Albanian law-makers adopted this standard for all forms of
JSCs.

Article 139
Convening and Agenda items Requested by Minority Shareholders
(1) Shareholders representing at least 5% of the basic capital or a smaller amount
envisaged by the Statute, may request the management in writing including electronic
mail to convene a General Meeting and /or, not later than 8 days before the General
Meeting, request certain issues to be put on the agenda. The request must contain the
reasons and objectives and the matters the General Meeting should decide on. If the
request is refused, these shareholders are entitled to convene a General Meeting and set
the issues in question on the agenda in conformity with paragraph 1 of Article 137.
(2) Should, contrary to paragraph 1, the General Meeting not be held or the issue
in question not be put on the agenda, any shareholder who has been party to the request
as of paragraph 1:
a) may ask the Court to make an order declaring that the management will be in
breach of their fiduciary duties if they fail to accede to the shareholders’ request within
15 days, or
b) require the company to purchase his shares in accordance with Article 133.
(3) Where the exercise of the agenda right referred to in paragraph 1 entails a
modification of the agenda for the General Meeting already communicated to
shareholders, the Managing Directors shall make available a revised agenda in the same
manner as the previous one.

Comments:

1. Minority Protection: JSC Law must be particularly concerned with the protection of
minority shareholders. The protection of minority shareholders against oppression by the
majority or by the company’s administration is a major concern of JSC Law. 148 The

148 See the Albanian Corporate Governance Code, Principles 7 and 9.
159