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ул. Михайловская, 16
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Legislative Update. The Ukrainian Journal of Business Law , 06 June 2013

Опубликовано 06.06.2013 Игорь Реутов

The remedies available for minority shareholders in Ukraine are limited to a certain extent. Unfortunately, Ukrainian legislation does not provide regulation for derivative claims or special protection against unfair prejudice, which are at disposal of the minority in other jurisdictions. Nonetheless, the On Joint Stock Companies Act of Ukraine (the Act) offers some definite mechanisms aimed at protecting the interests of the minority. Thus, pursuant to Article 65 of the Act a person (or persons who act jointly) acquiring a majority of the shares amounting to more than 50% are under an obligation to offer sell-out to other shareholders at a price which should not be lower than a fair market price. Such an offer should be made within 20 days after acquisition and contain information about the person who has acquired the majority of shares (i.e. more than 50%), the price of the shares which are subject to buy-out, the last date for giving consent and, finally, the conditions of payment. It should be observed that shareholders are given 30 to 120 days for making their decision as to whether to sell their shares on the conditions stated in the offer. It is worth noting that a fair market price is determined in two ways: for shares issued by quoted companies the fair price is determined according to the price on the stock exchange, whereas the price of the shares issued by unquoted companies is determined by a professional evaluator. The bidder is to pay for shares within 30 days after the receipt of acceptance from minority shareholders.

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