Röstbindningsavtal som maktfördelare i privata aktiebolag – En studie i ljuset av aktiebolagslagens (makt)balans mellan olika aktieägarintressen

Sammanfattning

The shareholders’ agreement serves as a fundamental governance instrument in company law. A common form is the voting agreement, which regulates how the parties vote at the general meeting. Companies often consist of different shareholder groups, and the preparatory works indicate that the Swedish Companies Act is intended to maintain a "balance" between different shareholder interests. Given this, voting agreements emerge as an interesting contractual mechanism in a corporate law context, since such agreements are characterized by either dispersing or concentrating power within a company. This thesis therefore examines voting agreements in private limited liability companies, focusing on their significance for decision-making, as well as the balance of power and the balance between different shareholder interests. The study initially examines the structure of company law by analyzing private limited liability companies, their decision-making structure, different shareholder groups, and the majority-minority relationship. It concludes that two shareholder groups generally emerge within a company: a minority and a majority, where the balancing of interests between these two sides appears to be a complex issue in corporate law in light of doctrinal writings and statements in the preparatory works. Central components of the company’s decision-making structure are the general meeting, the majority principle (Sw. "majoritetsprincipen"), and shareholders’ voting rights. A subsequent analysis of shareholders’ agreements and voting agreements demonstrates that the distinction between distribution of power and concentration of power is central to the function of voting agreements. Moreover, this distinction is well established in Swedish legal doctrine, where both Roos and Arvidsson have examined the conceptual framework in detail. Both types seek to modify the effects of the majority principle by prescribing a more or less far-reaching distribution of power at the general meeting. However, the extent to which voting agreements influence corporate decision-making depends on several factors, including the corporate law principle of separation (Sw. "den aktiebolagsrättsliga separationsprincipen"), under which such agreements lack direct corporate legal effect. The conclusion is that the function of voting agreements in private limited liability companies is contingent on several factors, including the perspective adopted by the parties. Regardless of whether the agreements concentrate or disperse power, voting agreements can influence decision-making and the distribution and balance of power within the company. Consequently, such agreements may in some cases limit the expression of different shareholder interests. Power-concentrating agreements may hinder such an opportunity due to the fact that power is concentrated among a limited group of shareholders, whereas power-dispersing agreements may facilitate a broader accommodation of shareholder interests through their power-balancing effect.