Joint stock company’s transactions not endowed with a features of significant transaction

Abstract

The article is devoted to the analysis of certain aspects of the execution of transactions by a joint-stock company. The Law of Ukraine "On Joint Stock Companies" establishes the concept of a significant transaction, describes the procedure for granting consent by the authorized management body of the company to the execution of such a transaction. At the same time, this act establishes a list of cases to which the provisions of the Law on Significant Transactions do not apply. The research substantiates that with the adoption of the new Law of Ukraine "On Joint Stock Companies" in July 2022, the list of relevant transactions has been expanded.
 It was established that these are: transactions at state-regulated prices and tariffs in accordance with legislation; transactions committed by a person conducting clearing activities while performing the functions of a central counterparty; transactions within the framework of the ordinary economic activity of the company, provided that they are carried out on market terms; transactions regarding the company's redemption of securities placed by it; agreement of company in which 100 percent of the shares belong to one person.
 The expediency of including in the above list of transactions those that are carried out at regulated prices and tariffs, approved by local self-government bodies in accordance with the legislation, is substantiated.
 The inclusion in the relevant list of transactions within the framework of the company's ordinary economic activity, provided they are performed on market terms, is supported. Emphasis is placed on the ambiguity of the legal requirement regarding the approval by decision of the supervisory board or the board of directors of a joint-stock company of the conditions for conducting the relevant activity.
 It is substantiated that in a joint-stock company, 100 percent of whose shares belong to one person, compliance with the procedure for granting consent to commit significant transactions is, as a general rule, impractical. At the same time, it is argued that in such joint-stock company, limiting director’s powers to commit significant transactions may be necessary when the director is involved on a contractual basis. In order to prevent abuse of the relevant official, it is proposed to amend Art. 106 of the Law of Ukraine "On joint-stock companies", which would allow the execution of transactions by a company, 100 percent of whose shares belong to one person, without complying with the requirements of the law regarding obtaining consent for this by the authorized body of the company, provided that this is established in the charter of such a company.