| Abstract [eng] |
The Master's thesis analyses the topic of the contractual shareholder's right to withdraw and the contractual shareholder's exclusion, examining the relationship between the statutory regulation of these institutes and the contractual regulation, the significant conclusions reached by legal scholars in the doctrine, the insights provided by legal practitioners, as well as the interpretations of the case law relevant to the topic under consideration. The topic is explored by examining model shareholders' agreements and the provisions in those agreements relating to the withdrawal and removal of a shareholder. The mechanisms for implementing the withdrawal and removal of shareholders set out in those provisions are analysed in detail. The paper analyses the rationale for the implementation of voluntary withdrawal and forced removal mechanisms in order to argue that, in accordance with the principles of law, internal motivation and the threat of sanctions, withdrawal and removal mechanisms should be implemented without court intervention, with each shareholder complying with the provisions binding on him and performing the actions required for the shareholder to withdraw or remove another shareholder. The paper also provides an analysis of the qualification of shareholder withdrawal and exclusion provisions in order to argue that if a party to a shareholders' agreement refuses to implement the provisions voluntarily, the aggrieved party to the agreement could bring an action in court to seek not only damages but also to compel implementation of the provisions, that is to say, to argue that in-kind implementation of the withdrawal and exclusion provisions is a possibility. In addition, the paper discusses practical issues relating to the shareholders’ agreement as a whole that may affect the enforcement of withdrawal and exclusion provisions. |
