| Abstrakt: |
The article analyzes the theoretical and practical issues that arise in the protection of the rights of the parties to a corporate agreement. The purpose of the article is to identify the ways to protect the rights of the parties to a corporate agreement and to develop the suggestions to improve their application. It was proved that the existence of two concepts - "corporate agreement" and "agreement between the company's shareholders" of the same content, but named differently is artificial, and the unification of the conceptual and categorical apparatus, which denotes this agreement, was proposed. The experience of other countries (France, Belgium, Greece, Germany, the USA, Great Britain) on the issues of establishing the ways to protect the rights of the parties to a corporate agreement both in legislation and in practice has been studied. It was established that in foreign countries the parties to a corporate agreement use such ways to protect rights as compensation for damage, enforcement of the obligations in kind, other preventive mechanisms (court injunction, imposition of restrictions on amendments to local acts of the corporation), exclusion of a company participant by a court decision etc. It was determined that only such ways of the rights protection as compensation for damage and compensation are reflected in the Ukrainian legislation. The ways of protection of the rights which are provided by the national legislation were allocated. It was studied which of the ways are applied by the parties to the corporate agreement in practice. The application of such methods of protection as compensation for damage is analyzed; recognition of the agreement on rights to shares and/or rights to shares, concluded by a party to the agreement between shareholders for breach of corporate agreement, invalid; invalidation of the transaction or invalidation of its separate parts, compensation. Their positive and negative aspects are determined, the prospects of their application in practice are outlined. The case law on ways to protect the rights of the parties was analyzed. It was established that the court recognized the binding nature of the corporate agreement and the possibility for the parties to apply in practice the provisions of the agreement. It has been proven that a corporate agreement becomes a tool that can provide business partners with stable rules of conduct that can be protected in court. Based on the research done, it was made a conclusion on the feasibility of enshrining in law a list of the most universal and effective ways to protect the rights of the parties to a corporate agreement, which may be: damages, penalties (fines, penalties), compensation, invalidation of the corporate agreement or its parts; invalidation of transactions concluded by a party to a corporate agreement in violation of the terms of such agreement, etc. [ABSTRACT FROM AUTHOR] |
