| Abstract [eng] |
The Master's thesis analyses the theoretical problem of restricting the transferability of shares, raising the question of whether contractual shareholder mechanisms by means of which a shareholder can withdraw or be excluded from the company are even possible. Lithuanian law does not prevent the shareholders of a company from deciding on a limited transfer of shares, and therefore contractual mechanisms for transferring shares are often found in shareholders' agreements. The atypical nature of the contractual instruments in question leads to another theoretical problem, as it raises the question of their legal qualification. The Master's thesis analyses the qualification of share option contracts as a preliminary contract, a sui generis contract, a conditional share purchase agreement and a contract for the grant of an irrevocable shareholder's offer to enter into a share purchase and sale agreement. It is the latter qualification that best reflects the essence of a share option and ensures the most efficient change of share ownership in the company. An analysis of the qualification of the shareholders' agreements on the grant of drag along and tag along rights is presented, concluding that the agreement on the grant of the drag along right should be qualified as a share call option contract in favour of a third person (the potential acquirer of the shares), whereas the agreement on the grant of the tag along right should be qualified as a sui generis contract, which does not create any obligation for a third person to purchase shares. A practical problem arises when analysing the effectiveness of the remedies resulting from the legal qualification of the agreements in the event of a breach of obligations by one of the parties to the contract. The qualification of the option agreement as an irrevocable offer to conclude the main share sale and purchase agreement eliminates the necessity for a re-expression of the will of the parties to enter into a separate share transfer agreement. Both contractual penalty and judicial validation of the transaction enable a closer approach to a real change of ownership of the shares in the company, but do not fully eliminate the risk that the contractual shareholder mechanisms will not achieve the objectives of withdrawal or exclusion from the company. |
