Decision-making procedure during the reorganization of joint-stock companies by way of division and spin-off

The article focuses on the procedure for deciding on the reorganization of joint-stock companies by division or spin-off under current Ukrainian legislation, with particular attention to the 2022 updates to the Law of Ukraine «On Joint Stock Companies». The author outlines six key stages of reorganization, which include initiating the process and preparing for the general meeting, approving essential documents such as terms of share conversion and draft charters, addressing creditor claims, enabling shareholders to exercise their right to mandatory share redemption, and completing the process through the final adjustment and formal approval of all relevant documents. The author identifies and analyzes in detail six main stages of reorganization, including: initiation of the process and detailed preparation for the general meeting of shareholders, approval of key documents, such as terms of share conversion and draft charters, satisfaction of creditors’ claims, exercise of shareholders’ right to compulsory redemption of their shares, and completion of the process through final approval and approval of all necessary documents regulating reorganization in accordance with applicable law. The study also examines how reorganization affects shareholders’ property rights, especially the grounds for acquiring or losing share ownership. The author highlights the importance of the shareholders’ «right to dissent» via mandatory share buyback as an extra rights protection mechanism. Finally, the article emphasizes the role of authorized persons in carrying out the simplified reorganization procedure under the updated law. Additionally, the author explores how reorganization affects shareholders’ property rights, focusing on the legal basis for acquiring or losing ownership of shares as a result of these procedures. The importance of the shareholders’ «right to dissent» through the mechanism of mandatory share buyback is highlighted as an added layer of rights protection. The role of authorized persons in facilitating a simplified reorganization procedure under the new law is also emphasized.