NOVELTIES IN CORPORATE LEGISLATION: ISSUES ON CORPORATE AGREEMENTS

Abstract

By adopting of the special Law of Ukraine «On limited liability and additional liability companies» in 2018 which regulates activities of these companies, corporate legislation of Ukraine has significantly changed – new legal institutions have emerged, and some rules have been substantially expanded or changed at all. Among these innovations is the institute of corporate agreement, which aims to regulate the legal relations between the owners of companies with limited and additional liability in the process of conducting joint economic activities at their own discretion. The main focus of the article is on the research of the institute of corporate agreement, whose purpose is to create effective and efficient means of influencing of the owners of the companies on corporate governance and to minimize abuse of corporate rights in this field. The article examines the latest legislative innovations for defining the meaning of the corporate agreement and its features, as well as it is analyzed the most current mechanisms of exit of owners of companies with limited and additional liability in corporate conflicts and deadlocks. It is also stated in the article that the main purpose of concluding the corporate agreement between the owners of limited and additional liability companies is their desire to regulate corporate relationships, not to inflict the company on possible future deadlocks and to minimize the risks of unfair treatment of other owners of the company. Considering the opinion of some practicing lawyers that the institute of corporate agreement in the frame of the current legislative field provides the possibility of concealing of the real owners (participants) of the companies by concluding the corporate agreement between the nominal and the real owners, the article analyzes the likelihood of applying such a mechanism in practice. It is noted that since this innovation is dispositive, it is considered to be quite positive in the corporate legislation of Ukraine.