2.3 Shareholders: Meaning, Position, Duties, Rights, Responsibilities

Meaning: the members — holders of shares whose names the register carries (the shareholder's identity is the register's entry, not the certificate alone). Position: the company's owners-in-law (the residual interest) but not its managers (the separation of ownership and management); the general meeting's constituency. Rights (the exam map): (1) economic — dividend, capital return on winding up, pre-emption on new issues (the rights issue's root — Unit 4.10); (2) governance — vote at meetings (the poll's one-share-one-vote default; the private company's possible weighting), stand and vote for directorship, requisition meetings and resolutions, propose; (3) information — inspect the registers and records, receive the annual report and accounts; (4) protection — the minority's remedies (the oppression/unfair-prejudice and derivative-action routes; the prescribed case at 2.3.1 below); (5) exit — transfer shares (within the private company's restrictions). Duties/responsibilities: pay the shares' unpaid value when called; comply with the company's constitutional documents; exercise rights in good faith (the majority's duty not to oppress). The minority-protection case: Shrijan Manandar vs. Raj Kumar Karna, NKP 2079 B.S., Vol. 11, D.No. 10971, Pages 1973 (Right to Protect Minority Shareholder) — the private- company governance dispute (Nepswan Trading Incorporated Pvt. Ltd.: three equal founder- directors; the excluded founder's allegations of mismanaged accounts and forced cheques; the others' move to sell shares). The decision is prescribed for minority-shareholder protection,…