FEATURES OF DETERMINING THE MARKET VALUE OF SHARES OF A JOINT STOCK COMPANY WITH THE PURPOSE OF BUYOUT FROM MINORITY SHAREHOLDERS DURING THE FORENSIC EXAMINATION

Abstract

Abstract. Mandatory sale of shares by shareholders at the request of a person who owns a dominant controlling block of shares is a new institution in the corporate law of Ukraine and is at the stage of its formation, although forensic examinations to determine the market value of company shares are appointed and performed by courts, but thorough research with does not have this question today. There is a small number of scientific works devoted to the study of determining the value of shares in the squeeze-out procedure. An analysis of current legislation on determining the value of minority stakes in the squeeze-out procedure is carried out. It has been proven that the methods and methods of determining the market value of shares for the purposes of forced redemption should not, in principle, differ from the methods of determining the market value of the same shares for other purposes. Accordingly, the methodological bases for applying discounts and premiums in the valuation of shares (as well as the quantitative values of premiums and discounts) should not differ in the case of forced redemption and other purposes of valuation of the same shares. In the case of applying different values of discounts and/or premiums in relation to the value of shares for the purpose of forced redemption from the values of discounts and/or premiums when determining the market value of shares for other purposes, it is necessary in the current legislation to clearly establish the obligation of the subject of evaluation activity to determine another, a non-market form of share value specifically for the purposes of a forced buyout. Taking into account the acquired expert practice and experience in the evaluation of shares, the authors propose some scientific and methodological provisions regarding the regulations for conducting forensic examinations to determine the value of shares for the purposes of the squeeze-out procedure. It is proposed to determine the market value of one share as the price of one share in a 100% stake, since only under these conditions can a single price be determined for all shareholders, regardless of the size of their minority stakes. It has been established that determining the price of shares based on the size of the block of shares being redeemed, rather than the 100% block, violates the rights of minority shareholders who are forced to divest themselves of their shares without fair compensation. It is proposed not to apply the discount for lack of control when assessing the market value of shares for the purpose of forced buyout. The correction for the illiquidity of shares of minority stakes when calculating the value for the specified purposes is also not recommended to be applied, because the transaction will necessarily take place, since its term is not affected by the actual degree of liquidity of the shares being evaluated. The authors provide some scientific and methodological provisions for determining the market price of minority shareholders’ shares in case of their compulsory sale at the request of the person who owns the dominant controlling block of shares (squeeze-out).