| Abstract [eng] |
Problematics of Regulating and Applying the Form of PLC Shares Purchase and Sales Agreement On 1 January 2015 the amendment of Art. 1.74(1)(3) of Civil Code of the Republic of Lithuania entered into force, which created the new regulation of the form of the Share Purchase Agreement. The abovementioned amendment established that the Share Purchase Agreement of UAB must be concluded in a notarial form if at least 25 % of the company’s shares are transferred and/or the price of the shares exceeds EUR 14 500. The objective of this Master thesis is to analyze in detail the legal regulation of the form of the UAB Share Purchase Agreement, to identify the existing problems and provide possible solutions to them. The first part of this Master thesis is a detailed analysis of the legal regulation of the form of the Share Purchase Agreement. Each form of the Share Purchase Agreement is assessed separately: a simple written form, a written form, when the security accounts of a company are managed by a professional brokerage and a notarial form. Besides, in this part of the Master thesis other institutes closely related to the agreement form are analysed as well e. g. the shareholder’s pre-emptive right, the consequences of non-compliance with the form requirements, the mandatory permissions of Lithuanian state institutions to conclude the Share Purchase Agreement. Also, in this part of the Master thesis, much attention is paid to the determination of the legislator’s motives and objectives in relation to the adoption of the abovementioned amendment and the evaluation of proportionality of chosen measures (notarial form). The second part of the Master thesis deals with the analysis of specific legal problems related to the mandatory notarial form of the Share Purchase Agreement. The author distinguishes several problems that have arisen. First, the problem of choosing a foreign jurisdiction law in the notarial form of the Share Purchase Agreement. Second, the problem of choosing a foreign language and its superiority over Lithuanian language in the notarial form of the Share Purchase Agreement. Furthermore, the author compares and evaluates the difference of cost and time consumption between a simple written form and the notarial form of the Share Purchase Agreement. Lastly, the author analyzes Share donation and Share exchange agreements as a way to avoid legal requirements, including, but not limited to, mandatory notarial form of Share Purchase Agreement. The third part of the Master thesis is dedicated to comparative analysis of the regulations of the Share Purchase Agreement Form of limited liability companies of the selected states. Possible regulatory models are distinguished and the aim is to assess the advantages and disadvantages of these models and to propose the best model for the Lithuanian legal system. |
