| Abstract [eng] |
The issues of the operation of the shareholders pre-emption right to buy shares offered for sale. The pre-emption right of the shareholders to buy shares of the private limited liability company offered for sale grants shareholders the priority to acquire the shares offered for sale. Whereof the shareholders intending to sell their owned shares may wish not to offer these shares to the other shareholders, they often conclude agreements different than share sell-purchase agreements, in order to bypass the pre-emption right. Considering that these agreements, concluded in order to bypass the beforementioned right, may be declared invalid, problems and legal uncertainties come to play, such as transfer of the buyers rights and obligations to the shareholder, whose right was infringed, application of the restitution when the shares have already seized to exist as the object of the civil rights at the moment of the remedy and others. Legal rules, not enshrining directly and clearly the prohibition or permission to refuse the pre-emption right of the shareholder to buy shares offered for sale in the articles of association of the company, add to such uncertainty. Therefore, the first part of this work analyzes the legal nature, goals, and content of the pre-emption right of the shareholders to buy shares of the private limited liability company offered for sale, as well as its profile and implementation procedures. The second part of the work is dedicated to conduct various ways to bypass the beforementioned right, its legitimacy and the perspectives of the legal remedies of the shareholders, whose rights were infringed in such ways. The third part of the work discusses the problematic aspects, related to the consequences of the invalidity of the contracts, infringing the shareholders pre-emption right. |
