Author(s): Che Evans Nde

Abstract: Protecting shareholders and in particular minority shareholders is an important phenomenon in recognizing shareholders rights under OHADA law. It therefore becomes the responsibility of the OHADA legislator to ensure that all shareholders be it a minority or majority shareholder, that your rights in the company should be respected. We discovered that even with the incorporation of the principle of equitable treatment of shareholders in the Uniform Act on Commercial Companies and Economic Interest Groups, minority shareholders rights are still being violated especially when it comes to decision making and sharing of dividends etc. These shareholders are not treated fairly when it comes to running the affairs of the company, there is generally what we call majority oppression. From this therefore, we are worried if it is that the incorporation of the principle under the Uniform Act itself is insufficient or the legislator has actually sufficiently incorporated the principle but we now have a problem of implementation thus resulting to the poor treatment given to minority shareholders. This paper has as objective to examine the challenges faced by the principle of equitable treatment of shareholders under OHADA law specifically with the minority shareholder. The method used in realizing this includes the doctrinal and analytical, whereby a great use of primary and secondary sources of data was done. Finally we recommended in this paper that, OHADA member states should copy the English principle of stare decisis and entertain matters pertaining to director’s duties. OHADA legislator should also incorporate the United Kingdom business judgment rule. This would reinforce and prove the high level of trust given to directors under OHADA Law and thus would give more freedom of action to directors, also to ensure that they are protected, shareholders must not engage in an unlawful activity. A shareholder, for instance who invests in an unlawful or an illegal activity, does not have a right to bring an action if his rights are breached.

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