Shareholders in a company differ in the number of shares they hold, their influence and their interests. But when is different treatment justified, and when does it become discrimination? Does the principle of equal treatment mean that all shareholders must always be treated in exactly the same way?

These questions are at the heart of the postdoctoral research conducted by Dr. Paweł Mazur at the Law School of Mykolas Romeris University (MRU). His research suggests that equal treatment does not necessarily mean identical treatment – what matters is whether differences in treatment are justified and fair.

On 9 October, MRU will host the international conference “Equal Treatment of Shareholders in Comparative Perspective: Principle, Doctrine, and Limits in Company Law”, marking the final stage of the research project “Comparative analysis of equal treatment of shareholders in legal systems: assessment of its status as a general principle of company law” (No. S-PD-24-166).

The project is carried out by MRU postdoctoral researcher Dr. P. Mazur under the supervision of Prof. Dr. Virginijus Bitė of the MRU Law School. The research is funded by the Research Council of Lithuania (LMT) under the postdoctoral fellowship programme.

From a Practical Question to International Research

The idea for the research emerged from Dr. P. Mazur’s own legal practice in Poland. When negotiating company agreements, he repeatedly encountered the principle of “equal treatment of shareholders” being used as an argument for why certain arrangements were supposedly not possible.

“I’d often hear the same argument raised as a flat objection: ‘No, we can’t structure it that way, because of equal treatment.’ Yet nobody seemed to test whether that argument actually holds,” says Dr. P. Mazur.

This prompted him to investigate whether equal treatment is, in fact, a binding general principle of company law and what it means in practice.

Why Does This Matter Beyond the Legal Profession?

The basic idea of equal treatment is simple: shareholders in the same position expect a company to treat them in the same way. This is particularly important for minority shareholders, who have less influence over corporate decisions.

However, this is not merely a legal issue. If investors cannot trust that they will be treated fairly once they have invested, they may view the investment as riskier or simply invest elsewhere. This, in turn, can affect companies’ ability to attract capital, grow and create jobs.

Different Legal Systems – Similar Outcomes

By comparing different legal systems, Dr. P. Mazur found that the principle of equal treatment is not recognised in the same way everywhere, yet shareholder protection is often achieved through other legal mechanisms.

France and England, for example, do not have a general statutory rule on equal treatment, but shareholders are protected through other legal mechanisms. Germany and Austria have an express equal treatment rule, yet even there it does not guarantee an absolute right to identical treatment.

“Across very different legal traditions, we kept arriving at a similar substantive outcome: protection against unjustified discrimination, not a rigid requirement of identical treatment,” says Dr. P. Mazur.

His findings therefore suggest that the key issue is not simply formal equality, but whether different treatment has a legitimate justification and is fair.

Equal Does Not Necessarily Mean Fair

One practical example concerns the disclosure of information to shareholders. A company may engage more actively with major investors, raising the question of whether every shareholder must receive exactly the same information.

“The right question isn’t whether information is shared identically with everyone, but whether it’s shared fairly,” says Dr. P. Mazur.

Information that shareholders need to exercise their core rights, such as voting, should be provided to everyone on the same basis. More sensitive or strategic information, however, may legitimately be shared selectively, provided there is a good-faith, legitimate reason and it serves the company’s interests.

Another example is multiple voting shares, where a single share may carry more than one vote. Dr. P. Mazur argues that such structures should be assessed not only against formal restrictions but also in terms of whether they are genuinely fair and proportionate in the specific circumstances.

Looking Beyond a Single Legal System

Comparing different countries is a central part of the research, as it helps determine whether a principle that appears self-evident in one jurisdiction is truly universal.

“If you only look at one jurisdiction, you risk mistaking a local quirk for a universal principle,” says Dr. P. Mazur.

This comparative perspective will also be central to the conference on 9 October. Dr. P. Mazur will present an analysis of deviations from the “one-share-one-vote” principle, while Prof. Edward Rock will discuss the Delaware approach, offering a different perspective on assumptions about equal treatment that are often taken for granted in Europe.

Research as an Opportunity to Discover Lithuania

The postdoctoral project has also given Dr. P. Mazur an opportunity to become more closely acquainted with Lithuania and its academic community.

“I came away with real admiration for how open and internationally engaged Lithuanian academic institutions are, and how genuinely welcoming its research community is to outside scholars,” says Dr. P. Mazur.

His advice to young researchers is not to be afraid to question ideas simply because they appear settled or self-evident. What seems obvious in one legal system may be understood very differently elsewhere.

The conference at MRU on 9 October will conclude this stage of the project and bring together experts from different legal systems to discuss how the equal treatment of shareholders should be understood today.

Dr. P. Mazur summarises the central idea of his research simply:

“Instead of asking ‘does this treat all shareholders equally?’, I hope they start asking ‘is this fair?’”