Отдельные проблемы реализации преимущественного права покупки доли (акций)

Specific Problems Arising out of Exercise of The Right of Pre-emption in Respect of Participatory Interest (Shares)

 DOI: 10.24031/1992-2043-2020-20-6-67-167   The paper provides analysis of the rights available to the parties of the legal relationships resulting from exercise ofthe right of pre-emption in respect ofthe participatory interest (shares), including, in particular, transformation powers available to the right holder, claims against the transferor (grantor) and its counterparty, as well as the right to take away the participatory interest (shares) from such counterparty. The author demonstrates that for the purposes of resolving theoretical and practical problems arising in this connection the constitutive theory - according to which the exercise ofthe right of pre-emption leads to the emergence of a new contract between the right holder and the transferor (grantor) generally on the same conditions as the original contract between the transferor (grantor) and its counterparty (the principle of identity) - has indisputable advantages. The paper, among other things, provides indepth analysis of individual cases of deviation from the principle of identity as well as the problems relating to modification, termination and invalidity ofthe original contract. In addition, the author examines in detail the rights available to the counterparty and the transferor (grantor), including the particularities of settlement in case where the right holder takes away the participatory interest (shares) from the counterparty as a result of exercise ofthe right of pre-emption.   Key words: right of pre-emption, right of first refusal, transformation right, constitutive theory, principle of identity, corporate law. Information about the author

I.S. Chuprunov
Managing Associate at Linklaters CIS, Senior Lecturer at Russian School of Private Law.