| Abstrakt: |
The shareholders' right to withdraw from the company represents an exception of two fundamental principles intended to protect the shareholders' interests -- the majority principle and the principle of free transfer of shares. In line with the European legislation, Law no. 31/1990 regarding trading companies sets forth in Article 134 the right to withdraw from joint-stock companies, following some important associate-related events occurred which regard: a) change of the main line of business; b) relocation of company head office abroad; c) change of company type; d) merger or company division. The right to withdraw from the joint-stock company finds its origins in the General Assembly resolution and may not be made conditional on the company's consent with regard to the purchase of shares. The shareholder withdrawn shall collect the equivalent value for the shares owned at a price set by an independent expert, which is an exception of the principle concerning price determination in line with the supply and demand law. This paper will dedicate a distinct section to the analysis of the withdrawal right relating to companies traded on regulated markets under provisions of Article 134 of Law no. 31/1990, Law no. 297/2004 regarding share capital market as well as Regulation of the National Securities Commission (CNVM)/National Surveillance Authority (ASF). [ABSTRACT FROM AUTHOR] |
