At today’s Riigikogu sitting, the Minister of Justice Urmas Reinsalu replied to the interpellation concerning the protection of the fundamental rights of minority shareholders (No. 399), submitted by members of the Riigikogu Artur Talvik, Krista Aru, Andres Herkel, Ain Lutsepp, Monika Haukanõmm, Jüri Adams, Andres Ammas and Külliki Kübarsepp on 21 November.
The interpellators referred to the unfair treatment of former minority shareholders of “Eesti Telekom” by the Swedish large corporation Telia, which has received much attention in the media, and the wider protection of the rights of minority shareholders. The interpellators wished to know what amendments were planned to be made in the Code of Civil Procedure and the Commercial Code in order to better ensure the protection of minority shareholders.
Reinsalu said that the Supreme Court had also drawn attention to the need to protect minority shareholders as an institute in the legal order, noting that it would be possible and necessary for the Estonian legislature to consider the establishment of the mechanisms to protect the interests of minority shareholders. The minister drew attention to the fact that Chapter 60 of the Code of Civil Procedure regulated unambiguously the proceedings for determining the amount of compensation payable to minority shareholders, but not the proceedings for the payment of the compensation. “This means that if the court has determined the amount of compensation within the framework of proceedings on petition, the minority shareholder cannot demand payment of the particular compensation in enforcement proceedings on the basis of such a court decision. If the company fails to voluntarily pay the compensation ordered, it is indeed necessary to turn to a court with the particular claim,” Reinsalu said. He explained that that would constitute an action, where the proceedings would focus on determining the size of the claim of specific minority shareholders on the basis of the ownership and number of shares.
The minister noted that a revision of company law was underway currently, and the starting point of the revision strongly addressed the whole catalogue as regarded the protection of the interests of minority shareholders.
“We have taken that logic as a basis, because the whole system of the Commercial Code and the resolution of civil disputes is actually a whole, and it includes a large variety of balances that have to be kept in mind – protection of the right of ownership, the objectives of the functioning of the economic environment –, and we have preferred the solution whereby integral alternatives emerge where the legislature is the one who makes the final choice,” the Minister of Justice said.
The Minister of the Environment Siim Kiisler replied to the interpellation concerning the relaxation of the protection regime in nature reserves (No. 403).
Video recordings of the sittings of the Riigikogu can be viewed at https://www.youtube.com/riigikogu
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