| Abstract [eng] |
The legal regulation of Lithuania establishes a separate type of sale-purchase agreement: sale- purchase of a company. This institute, as a way of transferring business, is rarely encountered in practice, and the characteristic of the transaction itself gives rise to problematic aspects. This work analyzes the main problematic aspects of the mentioned transfer method. First of all, the legal and economic concepts of the company are reviewed. The systematic analysis indicates that the object of transaction is the enterprise as a property complex and the seller transfers both tangible and intangible objects to the buyer. However, this to some extent is contrary to the Civil Code of the Republic of Lithuania, which establishes the company as an immovable property. The second part of the thesis examines the features of a piece-by-piece asset deal and a sale-purchase of enterprise as well as the problems of coexistence of these institutes. Also, comparative analysis with Russia and Germany laws are carried out. Such analysis leads to the conclusion that the sale-purchase of a company would become more widely used by relinquishing the excess requirement of notarial form, the possibility of transfer of a substantial part of the business and by not obliging the seller to disclose the separate asset complexes in the balance sheet. The work also carries out a systematic analysis of the most common business transfer method – share deal. The analysis reveals that the share deal is a more common method of transferring business, and one of the main reasons is the lighter mechanism of creditors protection. What is more, the analysis shows that the sale of the company creates a loophole in which, unlike during the share deal, the shareholders’ rights are not fully protected. The analysis also shows that the sale of company as a property complex makes the existence of stock options as an incentive tool for employees difficult. The paper also provides the solutions to the given problems. |
