Shareholder Agreement In Myanmar
It is generally accepted that Myanmar law does not impose a duty to negotiate in good faith, but it is often a contractual obligation in newspapers and other interim agreements relating to transactions in Myanmar. Any shareholder, former shareholder or person entitled to be registered as a shareholder may bring an action on behalf of a company or intervene in a proceeding in which the company is involved or undertake a certain step (s. 196 bis). The directors and senior executives of the company have the same right. S. 152.b.iii. confirms this rule, which stipulates that a decision must be made by default by a hand-held decision, i.e. a procedure in which each shareholder has a vote, regardless of his or her share of equity. This rule, taken literally, would constitute a very strong protection of the interests of minority shareholders. However, in practice, the rule is insufficient in a limited company when shareholders reasonably expect to have a say in the company commensurate with its contribution to equity. A similar provision of the 1914 Act is largely ignored – and rightly so – by DICA.
It`s amazing that she found her way into the project. Can a seller be held responsible for pre-contract or misleading statements? Can such liability be excluded by an agreement between the parties? No shareholder may be compelled to purchase more shares or accept an increase in liability (Article 20) unless such an increase in liability or underwriting of new shares has been agreed in writing by the shareholder before or after this event. This provision applies regardless of what the Constitution may say. It ensures the predictability of financial commitment and protects minority shareholders from the risks associated with expansion plans pursued by the majority. When a company operates under the DCR for more than six months without at least one director having his or her usual residence in Myanmar, any shareholder who is aware of it is personally responsible for the payment of all debts incurred by the company during the period following the expiry of those six months, for which no director was normally established. The plans approved by 75% of the shareholders (or creditors) are binding on all shareholders (or creditors) and the MCL provides that either the decision sanctioning such a system or a subsequent decision provides for the transfer of the company or its shares from a company under such a system. However, there is no precedent for agreement arrangements in Myanmar and the Myanmar courts have not yet developed their practice with respect to these arrangements. The Chairman must give shareholders an appropriate opportunity to ask questions or comments about the management of the company and to ask the legal auditor questions about the company`s audit, audit report or annual accounts (Article 146 bis). As a general rule, the parties limit liability by negotiating the scope of individual representations and guarantees. A typical restriction, also found in purchase and sale contracts, is to limit liability in the event of a breach of guarantees at the purchase price. VDB Act will present aspects of the upcoming legislation in a series of notes.