Protection of Corporate Rights Minority Shareholders

Abstract

Problem setting. In the corporate governance of Ukraine the main problem of join stock companies is the protection of minorities’ shareholders rights. There are a lot of problems between groups of shareholders. For example there is disregard of minorities’ rights by majority shareholders in many cases and other unsettled conflicts between these groups of shareholders. Analysis of recent researchers and publications. Problems of protection and implementation of the corporate law, definition of the place of opposite shareholders in join stock companies and implementation of there rights and liabilities in Ukraine and other countries investigated by a lot of scientists: I. Spasibo-Fateeva, Yu. Zhornokuy, I. Sarakun, V. Luc, Yu. Hort, I. Yacenko. Paper objective. The purpose of study is a definition of resolving problems between shareholders by legal ways and manner of these resolving. Target of research. The main problem is the conflict between minority and majority shareholders, the lack of a definition in the law of the legal status of majority and minority shareholders. The article stressed main ways of selfdefense by minority shareholders. For example cumulative voting provided an opportunity for minority shareholders to exercise their rights by taking part in the election of board members of a join stock company. The other example of protection minority shareholders is a realization of right of squeeze-out, which contains responsibility to make a bid to all the holders of the company in the situation when the offeror holds securities representing not less than 50% of the capital should protect the group of minority shareholders who don’t want to be a part of company. Also in the article it describes the right of sell-out and comparing with other countries legislation. Conclusion of research. Self-defense as a cumulative voting means protecting of minority rights, it provides an opportunity for minority shareholders by electing certain members of the supervisory board and the audit committee for defend their interests. In article offered implementing of European standards in the procedures of compulsory purchase shares of minority shareholders by majority shareholders to protect both groups of shareholders as well as the introduction of new procedures in Ukrainian legislation repurchase shares of minority shareholders in their desire to achieve cases the majority shareholder barrier of 90% and more, and improved procedures for compulsory redemption of shares from minority shareholder.