One of the last examples of imposing
additional obligation to the Controlling Person is consultation paper (cp
13-15) of Financial Conduct Authority (UK) designed to strengthen minority shareholder
rights and protections where they are at risk of being abused. The debate reflects
the concern of conflict of interests of a controlling shareholder with the minority
shareholders.
The consultation paper CP 13/15 defines
the Controlling Person:
1.
controls 30% of votes
2.
‘acting in concert’
The Controling Person concept is differ from 'assosiate' and 'substantial shareholder' concepts.
The consultation paper CP 13/15 introduces
the following protections to minority shareholders:
- Placing requirements on the interaction between a premium listed company and a controlling shareholder, where one exists, via a mandatory ‘agreement’.
- Providing additional voting power for minority shareholders when electing independent directors where a controlling shareholder is present by requiring that they must be separately approved both by the shareholders as a whole and the independent shareholders as a separate class.
- Enhancing voting power for the minority shareholders where a company with a controlling shareholder wishes to cancel its premium listing.
