Shareholders agreement as a regulator of legal relations among shareholders of a limited liability company: doctrinal foundations and practical dimension

Abstract

Abstract

The article examines the institution of the shareholders agreement as a contractual instrument for regulating legal relations between shareholders (members) of a limited liability company, in the context of its relatively recent legislative entrenchment in Ukrainian law and the absence of well-established judicial practice. The relevance of the topic is determined by the fragmentary nature of the current legal regulation, the limited historical experience of applying shareholders agreements in Ukraine, as well as the need to adapt foreign, primarily Anglo-American, models of contractual regulation of corporate relations to the national legal system. The purpose of the article is to clarify the legal nature of the shareholder agreement, to identify its main features and functions, to determine its potential for enhancing the effectiveness of corporate governance in limited liability companies, and to analyze recent case law on the interpretation and application of its provisions. The article employs formal-legal, comparative-legal, historical-legal and systemic-structural methods, which make it possible to combine doctrinal analysis with the study of law-enforcement practice. As a result, it is established that the shareholder agreement acts as a flexible, dispositive mechanism for detailing intra-corporate “rules of the game” between participants, without replacing the company’s constitutional documents but complementing them. The thesis on the dual – civil-law and corporate-law – nature of this institution is further developed, typical contractual models of regulation are outlined (arrangements on voting, disposal of participatory interests, “lock-up” of a participant’s exit from the company, tag-along and drag-along mechanisms inherent in shareholder agreements structured under foreign law), and the key problems of judicial practice related to the qualification of the terms of shareholder agreements and the consequences of their breach are identified. The article concludes that there is a need for further doctrinal development and improvement of the legislative regulation of shareholder agreements. Keywords: shareholder agreement, corporate rights, irrevocable proxy over corporate rights, agreement on the exercise of the rights of participants (founders) of a limited liability company, limited liability company.