THE PROCESS OF THE ONE-TIER CORPORATE GOVERNANCE STRUCTURE ESTABLISHING IN UKRAINE AND THE HISTORICAL TENDENCIES OF ITS DEVELOPMENT

Abstract

The article explores the tendencies of the one-tier corporate governance structure emergence in corporations operating within the territory of Ukraine through the study and analysis of legislative acts and relevant academic research. The purpose of the article is to investigate the continuity of the historical process of establishing the one-tier corporate governance structure within the territory of Ukraine. The conclusion formulated in the article is that the emergence of the one-tier corporate governance structure occurred at the moment when two circumstances converged for the first time in the corporation’s management structure: 1) separation of ownership (shareholding) from control; 2) Combining management and control functions in one collegial body (mostly named the «Board of Directors»). The author suggests that the formation of a collegial management body in corporations within the territory of Ukraine is a long-standing tradition, whereas the formation of a collegial management and control body never occurred until the adoption on February 27, 2022, the Law of Ukraine № 2465-IX “On Joint Stock Companies”. There is an analysis of the historical development and revaluation of corporate relations influenced by French law, which was hindered by the reluctance of the Russian Empire government to allow incorporation outside state control, and later by the inconsistent Soviet authorities’ policies in corporate law. The author investigates the historical development of corporate governance norms influenced by German law, which operated in the Austro-Hungarian Empire and later in Poland, extending its legislative influence for a certain period onto the territory of Ukraine. After regaining the independence of Ukraine on August 24, 1991, national corporate law both used to ensure the rights of shareholders to incorporate and to define the boundaries of corporate legal personality. All this formed the basis for accepting the one-tier corporate governance structure in 2022. The author considers the unquestionable acceptance of the one-tier corporate governance structure, which is not inherent to Ukrainian law, in the form it was formalized in several Western European countries, as the key characteristic of national legal norms.