Verbov S. Regulation of mergers and acquisitions in private law.

Thesis analyzes the history of institutions and legal aspects of mergers and acquisitions, presents legal and economic substance of the terms "merger" and "takeover", conducts legal analysis of regulations and EU directives, reveals inconsistencies in current Ukrainian legislation, and legal implications of mergers and acquisitions for businesses. The paper covers how the mergers and acquisitions are done in the U.S. and some EU countries, such as Great Britain, France and Germany; and using the example of judicial cases analyzes requirements for companies' merges procedure provided for in the legislation of the above states. The author, based on the results of the research, for the first time proved: inconsistency of the usage of transfer act in the process of reorganization, since legal succession while reorganization has general nature; necessity to ban the appeal procedure while reorganization of legal entities. The author proposed to amend the Civil Code of Ukraine by adding the ban for invalidating decision on reorganization, the decision on making respective entries into the unified state register of legal entities, as well as invalidating agreements on merger and acquisition. Introduction of such a general ban does not preclude specific cautions - e.g. contestation of reorganization is possible in cases where there has been a flagrant violation of the law in making a decision on reorganization, namely the decision to reorganize without a quorum, or in violation of the provision on General Meeting, or in the absence of the reorganization issue on the agenda. The author summarizes the shortcomings of the mechanism of regulation of the entities' operations, since the rights of their participants are not covered in full or there is no any mechanism for the implementation and protection of these rights at all, there is no effective mechanism to monitor the activities of the executive authority and bring to liability its members. The author proposes to unify the process of reorganization of legal persons according to their organizational and legal forms and according to the forms of reorganization, specifying the division of stage as to liquidation proceedings. Proposed improvements: definition of "commercial company acquisitions". In particular, the "acquisitions of commercial companies" is defined as agreed purchase by one entity of a controlling stake (stock, interest) in the charter of another entity to manage the latter. While the controlling stake (stock, interest) in the charter of entity is defined as 51% of the shares that allows the person who carries out acquisitions, control the management of the company; definition of reorganization as the termination of the legal person as a result of changes in the legal form with the simultaneous transfer of rights, duties and property to the newly created entity in a general succession. Developed issues: disclosure of flaws and contradictions existing in current Ukrainian legislation which regulates mergers and acquisitions of commercial enterprises.