Novelties in Acquisition, Exercise and Termination of Ordinary and Exclusion Corporate Rights of Shareholders

The article is devoted to legal analysis of the provisions of the Law of Ukraine "On Stock Companies" dated July 27, 2022, which regulate the acquisition, exercise and termination of corporate rights of shareholders. The systemic interpretation of these legal norms gave grounds for making a number of critical remarks that can be considered in further legislative work. According to the relevant law, all stock companies are created exclusively as the private ones and may change their type to public only after their establishment. The requirement of the Law of Ukraine "On Stock Companies" dated July 27, 2022 regarding the minimum size of the authorized capital of a stock company has been brought into line with EU legislation. Decision-making at the founding meeting of a stock company is based on the criterion of the number of founders, and not the number of shares they acquire. As a result, there is a deviation from the principle of proportionality of exercising the right to vote when creating a company. Among the top innovations of the Law of Ukraine "On Stock Companies", we can highlight the legalization of corporate governance systems (one- and two-level ones), which are provided for by EU Council Regulation No. 2157/2001 of October 8, 2001 "On the Statute for a European Company". In Art. 38 of the Law of Ukraine "On Stock Companies" dated July 27, 2022 there are established several methods of voting: in-person voting (in-person general meeting); electronic voting (electronic general meeting); in-person and electronic voting (mixed general meeting). Shareholders are not deprived by the Law of the preemptive right to purchase shares offered for sale by other shareholders. Such right may be provided for by the statute of the stock company. Currently, the legislator distinguishes two separate exclusive corporate rights of shareholders who own 5 percent of shares or more regarding independent convening and holding the extraordinary general meeting: 1) the right to demand from the company bodies convening the extraordinary general meeting and 2) the right to convene it on their own in case the relevant body of the company does not make a decision on its convening or in case of refusal of such convening. The right to special revision of financial and economic activities of a stock company and the right to audit its financial reporting are carried out by the same subjects – shareholders who own 5 percent of shares or more, and also using the same methods: by involving a subject of audit activity at the expense of the shareholder, not the company. Considering this, the expediency of establishing such two separate corporate rights is groundless. The right to compensation for damages caused by officials of a stock company belongs to the exceptional (exclusive) corporate rights, which are exercised in proportion to the number of shares established by law (5 or more percent of voting shares). The Law of Ukraine "On Stock Companies" dated July 27, 2022 does not contain a general rule regarding the proportionality in exercising the right to convert shares. Mandatory preservation of the ratio of the number of shares (proportionality) is established only for the transformation of a stock company. Key words: corporate rights, оrdinary, exclusion, shareholder, company, acquisition, exercise, termination.