THE CORPORATE AGREEMENT AS A TOOL FOR ENSURING FINANCIAL SAFETY OF CO-INVESTORS

Abstract

This article is devoted to the investigation of the definition of the shareholders agreement in Ukrainian legislation, subject composition, matter and ways of implementing of such agreement. Last amendments of the local law (Law of Ukraine “On joint stock companies” and Law of Ukraine “About limited and additional liability companies”) regarding corporate agreements were analyzed, subject composition of the corporate agreement was clarified, matter of the shareholder agreement was detailed. The author has described how the shareholders agreement and the irrevocable power of attorney can be applied in order to ensure financial safety of co-investors. It was emphasized that efficiency of the shareholders agreement will be essentially higher in case of issuance of irrevocable powers of attorney by the parties, it will allow to follow terms of the shareholders agreement without the consent of the violator of the contract and without litigation procedures. Attention was drawn to international experience of application of shareholders agreements, especially in resolving of disputes through sale-purchase of stocks (shares in the share capital) of companies. Forecasting raise of interests of foreign investors to the economy of Ukraine, we believe that the topic under investigation is extremely relevant. The purpose of the article is a comprehensive analysis of the concept of the shareholders agreement in private-legal relations. This goal is achieved through analyze of the current legislation governing corporate legal relations, systematization of issues contained in legal doctrine and litigation cases regarding the shareholders agreement, determining the directions of application of the shareholders agreement in the process of involvement foreign investors to the reconstruction and development of the post-war economy of Ukraine. The practical value of this article consists in its integrated approach to the analyze of the shareholders agreement, providing practical advices regarding application of shareholders agreements, especially using mechanisms named in the world practice as “Option to buy”, “Russian roulette”, “Texas shot”, “Dutch auction”, “Divide and choose”.