SHAREHOLDERS’ AGREEMENT IN CORPORATE LAW RELATIONS: PRESENT-DAY REALITIES AND DEVELOPMENT TRENDS

Abstract

The article studies the present-day realities and development trends of a shareholders’ agreement. It is stated that a shareholders’ agreement is one of the elements of a discretionary nature in the regulation of corporate law relations between shareholders. The author emphasizes that such a phenomenon as a shareholders’ agreement was introduced to strengthen the fundamentals of a discretionary nature in “extremely imperial”, according to some experts, corporate law. Keeping in mind corporate legislation provisions, such an agreement can be interpreted as the features of the exercise by its parties of their share rights and (or) rights attached to shares based on cases which are not regulated by the law or a charter of every JSC. From this perspective, a shareholders’ agreement should be regarded as a regulator of corporate law relations. The research puts forward two basic approaches to the understanding of a role of a shareholders’ agreement in the context of the influence on the regulation of corporate law relations. The focus is on the problems of including discretionary rules into the corporate legislation and on the establishment of flexible statutory support of the exercise of stakeholders’ corporate rights under the contractual relations. The author mentions the best practices of some countries where the agreement under study is recognized in law enforcement practice. It is emphasized that a shareholders’ agreement shall not cover the relations regulated by the imperative rules and can’t substitute JSCs statutes. The key rights and obligations of the parties of a shareholders’ agreement are specified, and features of the subject-matter of the relevant type of agreement are determined. The researcher believes a shareholders’ agreement is a form of the fixation of opportunities and preconditions for the successful implementation of non-material corporate rights, the improvement of coordination and coherence of property transactions committed by stakeholders in the future to prevent consequences unfavorable for JSC (for example, corporate conflicts or hostile takeover etc.).