ABSTRACT

In classical company law theory, shareholders form the dominant constituency within the company, since as owners they are able to determine the company’s course throughout its existence. In practice, however, most decisions about a company’s business are taken by its directors. These competing realities pose a problem in establishing an appropriate corporate law regime creating mechanisms for meaningful shareholder participation in corporate decision-making. Mindful of this, Commonwealth Caribbean Companies Acts have embraced two major mechanisms for ensuring shareholders participation in the governance of companies, namely, meetings and shareholders’ agreements, and have enacted an elaborate statutory framework for shareholder participation around these two mechanisms. This chapter explores these mechanisms.