This fifth PwC legal brochure, dealing with shareholder agreements, will focus solely on the latter sub-category of clauses that have a direct or indirect impact on the exercise of their political rights on a luxembourg company. As always, it will only deal with these clauses in limited companies and limited companies. In large listed companies, shareholders exercise their greatest control by choosing the directors of the company. However, in small private companies, officers and directors often own large blocks of shares. As a result, minority shareholders generally cannot influence elected directors. It is also possible that a person may hold a majority interest in the company`s stock. Shareholders may participate in elections or decisions, but their votes may have little impact on important corporate issues. Another part of the teaching considers the Strever that these clauses would be valid. According to this doctrine, there is no text prohibiting the transfer of the right to vote, so that, like the other rights attached to the action, it would constitute a specific right for the shareholder who could freely cede it. This part of the doctrine can support his position and support his thesis on the recent reform of the LCC.
With the reform of the LCC in 2016, the legislature has greatly weakened the essential and sacred nature of the right to vote. In particular, by allowing non-voting shares without voting rights, without the need to grant preferential rights to financial rights, the suspension of the voting rights of certain failing shareholders by the governing body or the renunciation of shareholders to all or part of their voting rights.  By capping the voting rights of shareholders in order to ensure control of historical shareholders. Pluralist voting clauses are clauses that give more than one vote to the shareholder holding a share, usually for the general purpose of ensuring the continuity of the management or management of the company concerned. Essentially, they lead to a departure from the „one action – one vote“ principle under section 450-1 LCC for limited companies and sections 710-19 LCC for limited liability companies. Given the existence of this principle – considered a matter of public order – the majority electoral clauses are unanimously found to be illegal under Luxembourg law. This is a pity in the context of competition, given that the reform of the Belgian corporate code from 2019 should explicitly authorise these clauses in limited companies and unlisted limited companies.