THE ROLE OF THE NEW FINANCIAL INSTRUMENT IN REDEFINING OWNERSHIP OF A LIMITED LIABILITY COMPANY

In the legal system of the Republic of Serbia, a sui generis method of acquiring shares in a limited liability company has been accepted in the past several years as a successful corporate governance measure, known as the Employee Stock Ownership Plan (ESOP). This measure enables employees to become co-owners of the company in which they work. In comparative law solutions, this measure is typically reserved for employees. The Serbian legislator does not restrict the categories of persons who are entitled to use the ESOP model. The main difference from other comparative law solutions lies in the definition of two new legal institutes in the Companies Act: the financial instrument – the right to acquire shares, and the right to reserved own share. This paper analyzes this new financial instrument as a means for acquiring shares in a company. The author first examines the specific characteristics of this financial instrument and its similarities with other financial instruments in Serbian law, with specific reference to the ESOP model in comparative law. Then, the author analyzes the process of issuing and registering this financial instrument in the Central Securities Depository and Clearing House, as well as specific cases of its maturity. Next, the author focuses on the procedure for acquiring shares in the company, and the right to judicial protection for holders of this financial instrument and their heirs as a means of exercising the rights arising from it.