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ARTICLE · 24 FEBRUARY 2020

Activist Shareholders: Removal Of Directors

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Shareholder activism is a growing trend among listed companies. Sometimes, the actions of directors are contrary to the wishes of shareholders...

BermudaCorporate/Commercial Law

Shareholder activism is a growing trend among listed companies. Sometimes, the actions of directors are contrary to the wishes of shareholders or shareholders feel that the incumbents are not performing to the level expected, and a change in board composition is necessary.

A key activist strategy is the power to require directors to call a general meeting. Under section 74 of the Companies Act 1981 shareholders may requisition a Special General Meeting, notwithstanding anything in the company's bye-laws, provided they hold at the date of deposit of the requisition, not less than 10 per cent of the paid-up voting share capital of the company (or in the case of a company not having a share capital, the members represent 10 per cent of the voting rights).

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