Något om ordningsfrågor m.m. vid bolagsstämma i börsbolag

This article deals with questions of order at general meetings in Swedish listed companies. The aim is to discuss the conditions under which a shareholder who disrupts or obstructs the conduct of a general meeting can be restricted from exercising his or her rights. The article discusses the right of shareholders and others to attend general meetings, the role and duties of the chairman of the meeting, the (lack of) duty of loyalty of shareholders, abuse of legal rights, the competence of the chairman of the meeting in cases of disruptive or obstructive behaviour, the enforcement of decisions to expel shareholders, and the legal effects of expelling shareholders from general meetings. Different types of disruptive and obstructive behaviour are given as examples. Furthermore, it discusses cases where a shareholder obstructively requests the unjustified application of a vote count. It is argued that a chairman of a general meeting has a far-reaching mandate to take exclusive decisions on matters of order, such as dismissing shareholders who disrupt or obstruct a general meeting. The general meeting is said to have the right, in certain limited situations, to overrule a decision concerning meeting order taken by a chairman. Case law in this area is very limited and there has been little discussion of the issues in the legal literature. In conclusion, the current legislation is deemed to be adequate in handling disruptive behaviours at the general meeting and amendments to the Swedish Companies Act are not required.