Rybota V. Exercising Shareholder Rights at Mergers, Consolidations and Acquisitions of joint stock companies in Ukraine.

Українська версія

Thesis for the degree of Candidate of Sciences (CSc)

State registration number

0408U004735

Applicant for

Specialization

  • 12.00.04 - Господарське право; господарсько-процесуальне право

14-10-2008

Specialized Academic Board

Д 26.001.06

Taras Shevchenko National University of Kyiv

Essay

The thesis scrutinizes processes of merger, consolidation and acquisition of joint-stock companies. It offers legal definition of merger of a joint stock company as establishing control over such company. It determines key characteristics of merger, consolidation and acquisition, makes comparative analysis of these processes and establishes main distinctions between merger (consolidation) and acquisition. Author has classified ways of joint stock companies' acquisitions (takeovers). She has defined and categorized rights that shareholders may exercise at merger, consolidation and acquisition. She has offered a definition of adverse acquisition, and substantiated the need for a legislative regulation of joint stock companies' mergers. Author justifies the importance of provisioning in legislation of shareholder's right to demand that one's shares were bought out if one disagrees with the company's decision to merge or consolidate. She gives reasoning for entitling shareholders exercise their right to dissent in cases of acquisitions while obliging the joint stock company (if the decision on acquisition was made by the general shareholder meeting or by an authorized managing body) or the controlling shareholder (in case of a hostile takeover) buy out the disagreeing shareholders' shares. Author analyses the essence of shareholder's right to squeeze-out.

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