"Golden share" is a ... "Golden share": definition, features and requirements

This term is not new both in the world and in our country.But for sure, many now have come across him for the first time, before that he is rarely heard in the media and in unspecialized circles, despite its importance. Therefore, it will not be out of place to understand what a "golden share" is, what rights it gives to its owner, and what place it has among other securities.

Little about promotions

To get started is to briefly run through the basics. Promotion (from Latin actio - the right to something that can be defended in court) is a valuable issue (issue - issue) paper giving its shareholder certain powers:

1. The right to receive part of the income of the enterprise that released it.
2. The right to participate in the management of the affairs of the issuing organization.
3. The right to receive the relevant share of the company's property in the event of its bankruptcy or liquidation.

Types of shares

Shares are divided into two large types:

1. Simple - the most common and typical.Their owner has the right to pay dividends to him (his share of the organization’s profits), to participate in the company's policy (most often this is a vote at a shareholders meeting) and to receive part of the property as a result of the liquidation of the company. All shares of this type have the same value on the stock exchange, they receive identical in volume dividends.
2. Prefs (privileged) - their owners do nothave votes at the general meeting, but dividends are paid to them in the very first place. However, it is the pref owners who decide on the liquidation or reorganization of the corporation. They have the right to vote even if the adoption of any decision by the other shareholders somehow changes their duties and powers.

The prefs are divided:

• for privileged - with a fixed amount of dividend and the share of property, in the event of liquidation;
• accumulating (cumulative) - obligations to pay dividends to their owners are accumulated over a certain period.

In addition, there is a division of shares byanonymity (registered and bearer). In some countries it is possible to have the so-called constituent shares - giving the founders of the organization certain advantages.

State and the term "golden share"

Golden Share refers to a certainprivileged share, which gives its owner a special number of advantages that none of the shareholders of this company has. According to the company's charter, the list of these privileges should not even be disclosed to the other holders.

Also, the "golden share" is a conditionalthe name of the corporate law owned by the state, which is one of the shareholders of the corporation. Such powers are widely used by the United Kingdom, Senegal, France, Malaysia, Belarus, and Italy. Most often, such a Central Bank does not give the right to vote, but affirms the right of the state to impose a veto on changing any important principles of the company's charter.

Gold Share Owners

"Golden share" - what is it?In family business, there is a practice of transferring such documents to an outside participant in order to resolve conflicts within the family regarding company management techniques. There are also frequent cases when large corporations, making their divisions independent enterprises, became the holders of the "golden share" of the latter, so that the new manager would not dispose of the business based on his own interests.

It is impossible to acquire such a security - the “golden shares” do not belong to circulation in the securities markets.

Golden Share and Golden Share Rights

Как уже говорилось, самое важное, чем наделяет Its owner’s Golden Share is a veto on strategic decisions by other shareholders. It can be said that in this way the state restricts the corporation’s subjective right to manage its internal policies. But also a “gold” investor can, with its authority, prevent the decision to resell the company, or to take over it by another corporation.

"Golden share" is the rightto block the decision on the choice of a person to the Board of Directors, to establish the maximum number of shares that one or another holder may own. Sometimes the owners of such documents receive an increased dividend amount. Such a shareholder also has the right to delay the decision of the meeting of directors for up to six months.

In most cases, except when"golden share" in the hands of the state, the release of this type of securities is a big risk for the company. After all, its owner can assist in the takeover of a company by passing necessary persons to the Board of Directors, imposing a ban on important strategic decisions.

"Golden shares" in the Russian Federation

Впервые понятие было оглашено в 1992 году, в Decree No. 1392 of the President of the Russian Federation “On Measures for the Implementation of Industrial Policy in the Privatization of State-Owned Enterprises”. Then the head of state issued decree number 2284, clarifying that the government of the country is competent to replace its shares of a corporation that is federal property with a golden share. Such a decision was necessary when translating state enterprises in the process of privatization into the status of joint-stock companies.

"Golden share" is in this case, the protection of the company from the rash decisions of the new owners.

Согласно этим указам, правительство становилось authorized to appoint representatives at the federal, regional and local levels of power on their own behalf to the boards of directors and audit commissions of the newly-established JSC. These representatives had veto power:

• to make any changes or additions to the company's charter;
• for approval of the charter in the updated version;
• approval of liquidation balance sheets, collection of the liquidation commission and, in fact, the liquidation of the company;
• change in share capital;
• the conclusion of large transactions in favor of interested persons.

The important point is that if the “gold central bank” is alienated by its owner, then it immediately loses its status, acquiring the rank of an ordinary unprivileged security.

"Golden share" is the desireprotect your corporation from absorption by foreign capital. For example, Yandex transferred to Sberbank of Russia such a Central Bank with the right of veto on decisions related to the displacement of the main structure of its investors.