Footnote:
In: Nordic & European Company Law Working Paper No. 21-11
Nach Informationen von SSRN wurde die ursprüngliche Fassung des Dokuments December 3, 2021 erstellt
Description:
Shareholders right to inspect accounting books and other business related material has been a both forgotten and neglected area in Sweden until recently. The paper includes a theoretical idea of what inspection rights for shareholders mean and should include.From a theoretical point of view a starting point could be what in the UK is referrred to as a quasi-partnership. A quasi partnership can be said to be a limited company (ltd) formed on the basis of a personal relationship between members involving mutual confidence and the understanding that certain members will be directors. A quasi partnership has its roots in partnership being based on similar circumstances where its natural a shareholder have some sort of inspection right even though we discuss a corporation, or perhaps to be more specific, a close corporation (private company) with a relatively small number of shareholders. If the quasi partnership is accepted as a concept, it is, thus, logical that a shareholder in a close corporation should have the same or similar inspection right as a partner in a partnership. The Swedish rule on shareholders’ right to information in companies with not more than ten shareholders (chapter 7 section 36) but was never introduced against any specific quasi partner concept. The shareholder inspection right was introduced 1980. According to the wording of chapter 7 section 36 companies Act 2005 a shareholder shall be given the opportunity to review accounts and other documents which relate to the company’s operations, to the extent necessary for the shareholder to be able to assess the company’s financial position and results or a particular matter which is to be addressed at the general meeting. The weakness of the Swedish shareholder inspection right rule can be divided into a number of topics. Those topics may in turn be rephrased into the following questions: Why precisely 10 shareholders, what documentation, what if the company tries to postpone or hinder shareholder inspection, what kind of sanctions are available and what requirements should be put on the courts?