Preemptive Rights Research Articles

A comparative analysis of municipal pre-emption rights across Europe

Abstract The Netherlands faces significant spatial challenges, prompting the Dutch government to consider broadening municipal pre-emption rights that provide the municipality with a right of first refusal. This article contains a comparative analysis of pre-emption rights in the Netherlands, Germany, Scotland, Flanders, and France, focusing on key principles such as material conditions, legal effect and procedure. The findings show that the Dutch system is efficient with strong safeguards for both beneficiaries and property owners. Insights from Scottish law suggest potential benefits for registering pre-emption rights on land with a continuing agricultural function. This article concludes with some general principles of European pre-emption rights, emphasizing their role in facilitating specific spatial developments rather than preserving status quo.

Преимущественное право для участника специальной военной операции и членов его семьи

A special military operation (hereinafter referred to as SVO) is a challenge to the ongoing Russian legal policy. The distribution of pre-emptive rights resources can both stimulate and, on the contrary, contribute to the sabotage of measures taken by the state. In this case, it is important to build a competent balance of personal, public and state interests. The system of preferential measures for participants in a special military operation and members of their families is being improved. The lack of experience in conducting this type of military operation, understanding the characteristics and needs arising from the status of their participants and members of their families creates problems in their legal regulation. Their resolution does not tolerate delay, since it may be a reason for insinuations on the part of unfriendly countries against the ongoing legal policy of the Russian state. The conducted research allows us to outline the supports for legal influence and targets for legal regulation in the field of improving the legal mechanisms of preferential rights for participants in a special military operation and members of their families.

Spatial Planning Prerequisites for the Development of Affordable Housing in the Center of the City of Zagreb

This paper analyzes the concept of affordable housing and urban planning instruments that incentivize its development, especially in city centers. Considering the shortage of affordable housing in Zagreb, the research aims to identify contemporary urban planning practices that focus on the social function of housing and the role that local urban and housing policies have in ensuring access to it. By comparing the strategic documents for the housing development of the cities of Lyon and Barcelona and models of their implementation in the local urban plans for the areas of city centers and contact brownfield areas, the provisions incentivizing the development of the affordable housing (right of pre-emption, category of subsidized housing, inclusionary zoning, density bonus, and protection of residential use) are singled out. In the context of urban renewal of the historic center of Zagreb and of brownfield redevelopment in the contact zone of the city center, inclusion of the aforementioned provisions in local urban plans is examined, demonstrating the potential that such instrument has for the development of affordable housing in the city center.

The exclusion of the municipality’s right of pre-emption with respect to real estate designated or used for agricultural and forestry purposes

The statutory right of pre-emption of real estate in favor of the municipality, provided for in the Property Management Act is, by virtue of Article 109 (2) of the Property Management Act, excluded with regard to real estate designated in local zoning plans for agricultural and forestry purposes and, in the absence of local zoning plans, with regard to real estate used for such purposes. The aim of this article is an analysis of legal issues related to the exclusion of the municipality's ability to exercise its right of pre-emption with respect to such real estate. The author addresses the issue of how to determine whether a property is used for agricultural or forestry purposes and the complications arising from the partial designation or use of a property for agricultural or forestry purposes. The study also addresses the issue of determining when to assess the moment designation or use of real estate for agricultural and forestry purposes, as well as the related issue of determining the temporal framework for a municipality's right of pre-emption over a specific property in the event of changes in its designation or use.

Criminal Trial of Stanisław Barańczak

Stanisław Barańczak was an Polish outstanding poet, translator and literary scholar. In 1976, he became involved in the defense of workers repressed after the protests in Radom and Ursus in Poland. He was a co-founder of the Workers’ Defense Committee. All its members were placed under surveillance by the Communist Security Service. In December 1976, Barańczak, not having his own apartment, bought a share in the property. Under the regulations of that time, the commune had the right of pre-emption. During a meeting on this matter, Barańczak heard that the commune would most likely not use this right. Then, as was the accepted practice, he wanted to give a monetary donation. This event became the basis for accusing the poet of paying a bribe. On February 14, 1977, Stanisław Barańczak was sentenced to one year’s imprisonment with its conditional suspension for three years. The consequence of this verdict was his relegation from the university where he worked. The criminal proceedings against Barańczak were part of the severe repression used against democratic opposition activists during the times of the Polish People’s Republic. The poet – only after the political changes in August 1980 – received a passport and was able to leave the country and take up the chair of polish literature at Harvard University.

Foreclosure on a Share in the Ownership of Real Estate if the Creditor and Co-Owner Coincide in one Person

This study is devoted to the specifics of foreclosure on a share in the ownership of real estate in situations where the creditor is simultaneously a co-owner of a share in the right to this property, and accordingly has a preferential right to purchase the debtor's share. Some issues still remain unresolved at the legislative level, which causes difficulties in considering cases of this category. In judicial practice, there is no unified approach to the methodology for determining the market value of the share in the ownership right to which foreclosure is taking place. It is unclear how the plaintiff's demands for foreclosure on the debtor's share should sound with recognition of ownership of the share for the recoverer in terms of payment of funds by the plaintiff to the defendant. The authors propose to change the procedure for foreclosing on a share in the ownership of a real estate object if the co-owner and the recoverer coincide in one person: foreclosure will be carried out through bidding, after determining the winner, co-owners will be offered to purchase a share at a price determined as a result of bidding. This procedure will allow you to determine the actual market value of the share for which foreclosure is taking place, while respecting the pre-emptive right of purchase.

Bangladeş Hukuk Sisteminde Şüf'a ‘Önalım’ Hakkı Uygulamasının İslam Hukuku Çerçevesinde İncelenmesi

The Shufʻah ‘preemption’ law, a significant component of Islamic Shari'ah law, safeguards the rights of land partners and neighbors. Originating in 622 AD, it has played a crucial role in Muslim empires for over 1400 years. In response to contemporary challenges, such as fragmented land transactions and decreasing per capita land availability, modernizing land management laws, including pre-purchase rights, is essential. This article examines the Shufʻah Law's dimensions and compares Bangladesh's current national legal framework. Pre-emption rights empower co-sharers to acquire land before others, with consent or waiver paving the way for third-party acquisition. In Bangladesh, three legal approaches to pre-emption exist: the Muslim Law Approach, the State Acquisition & Tenancy Act 1950 Approach, and the Non-agricultural Tenancy Act 1949 Approach. The research relies on the viewpoint of the Hanafi school, which holds significance in Bangladesh's family law owing to the widespread adherence of the majority to this specific Madhab. In addition, the study seeks to explore the legal standing of the right of pre-emption in Bangladesh through the lens of Islamic law, provide solutions to this matter, and assess the feasibility of integrating pre-emption law principles into contemporary land law practices.

The control over compliance with contractual preemptive rights

The article focuses on the conditions and grounds for conducting the formal preliminary legal due diligence of a contract as to respect of the preemptive right, which had been granted by one of the parties to a stranger under an agreement. This legal due diligence may be hypothetically examined during state registration of rights or notarization of transactions. According to theory of law, reasons to do thus are scientific concepts of the general duty not to interfere with others' plans. Such plans may include an agreement under the terms of which one of the parties gets a preemptive right in relation to certain property. This contractual right ensures the entitled party that he/she may preclude the legal implications of agreements between the other party and the strangers (interveners). If these persons knew or should have known of the preemptive right and entered into an agreement, which is inconsistent with that right, such agreement shall be considered as invalid and therefore cannot be notarized and cannot be subject to state registration

Effects of corporate actions on market dynamics during the COVID-19 pandemic: An event study on the Indonesia Stock Exchange

The COVID-19 pandemic has precipitated unprecedented uncertainty within the stock market, eliciting adverse reactions within the capital market. This environment compelled companies to engage in corporate actions. This research aimed to develop a model assessing the impact of corporate actions during the COVID-19 pandemic on the Indonesia Stock Exchange. This study employed an event study methodology to analyze corporate actions from March 1 to March 30, 2021, identifying four key actions: Stock Splits, Pre-emptive Rights (Rights Issues), Partial Delisting, and Warrants. These corporate actions influenced various metrics, including the frequency of stock returns, actual returns, stock returns, and trading volume activity. The outcomes of these actions varied, presenting differences before and after their execution. The study's findings categorize the impact of corporate actions during the pandemic into two distinct groups: insignificant and significantly negative. This research contributes to understanding the ramifications of corporate decisions during periods of heightened market volatility, specifically within the context of the Indonesia Stock Exchange during the COVID-19 pandemic.

Study on the Scope of Damage Compensation for Lessee's Preemption Right

The lessee's right of preemption system was established as early as 1999 in the "Contract Law", and in the "Civil Code" also clearly stipulates that the lessee can carry out right relief based on the claim, but there are no detailed provisions on the nature of the right and the relief methods, ways, standards, etc., resulting in many "same case and different sentences" in judicial judgment. As a result, the legitimate rights and interests of the lessee cannot be effectively protected. By combing the theory of tort law and collecting the civil judgment documents related to the damage compensation of lessee's preemption right before and after the implementation of the Civil Code, the empirical research finds that: the lack of a unified definition of the nature of preemption right leads to the court hearing cases with unclear reasoning; In the identification of the nature of compensation liability, there are tort liability, contracting negligence liability, breach of contract liability and so on, so that the basis of the lessee's claim for damages is not clear; In terms of the scope of damage compensation, the court has no uniform standard on whether and what part of the damage compensation requested by the preemption right holder, resulting in a very inconsistent judgment result. Therefore, through the nature of the lessee's preemption right, the nature of compensation liability and the scope of damage compensation, the judicial application suggestions are put forward in order to help standardize the judicial trial results in judicial practice.

The tenant's pre-emption rights in Italian agriculture: An introductory economic evaluation

The paper explores the almost “unknown territory” of the economic evaluation of pre-emption rights (PRs) in agriculture, by focusing on two PRs held by tenant farmers in Italy: on purchasing of rented land and on contract renewal. For both PRs, the main characteristics and an historical framework are provided. The research has three goals: PR values estimations, exploring factors that affect the tenant's choice of rating the PRs, exploring factors that affect the PR values. Lacking a specific theory on the PR value in agriculture, an ad hoc conceptual framework has been developed by referring mainly to the theory of farm evaluation, which has proved helpful in discussing the research findings. Research goals are achieved by employing the contingent valuation, logistic regression and linear regression methods. Data collection refer to an on-farm survey covering 55 tenants, which has provided a database of 230 lease contracts.Among the analysis findings, the worthiest of note are: a) the farmer's PR on the neighbouring land for sale is more appreciated than the tenant's PR on rented land for sale; b) tenant's PRs favour the growth of farm size not only by securing plots with labour intensive crops but also by guaranteeing adequate economies of scale; c) the percentage of contract area on total rented area is the main factor that induces tenants to evaluate the PR of a specific land under contract; d) the value of the PR on the purchasing of rented land mostly increases in relation to the dimension of the farm machinery fleet, the presence of intensive crops and the tenant's interest in the rented land, while investments made on it positively affect the value of the PR on contract renewal.

Post-Contractual Obligations in Russian Civil Law

The paper deals with a specific group of obligations arising in connection with the termination of lease agreements, commercial rental of residential premises and commercial concessions. This group of obligations is qualified as post-contractual obligations. The authors examine peculiarities of the origin and content of such obligations, their separation from warranty obligations, obligations arising from a preliminary contract, conditional contract. The paper elucidates debatable issues of the exercise of preferential rights by lessees, tenants and users to conclude relevant contracts for a new term. The conditions for the exercise of preferential rights and their protection in case of violation are investigated. The paper challenges the position of researchers, according to which the terms of the exercise of the pre-emptive right are suppressive, and the conclusion is justified that this term is the term of its implementation. The paper analyses the features of responsibility of landlords, lessors, and right holders in case of violation of the preferential rights of authorized persons. The authors substantiate the conclusion about the faultless nature of the responsibility of these subjects.

Experience of EU countries in legal regulation of agricultural land turnover between agricultural producers

The article examines the peculiarities of legal regulation of agricultural land turnover among agricultural producers in the EU countries and identifies the areas for improvement of national legislation in this area. The study finds that international experience indicates that there are various models of legal regulation of land turnover among agricultural enterprises which can be effective if they take into account the specific features of a particular country and national interests. Almost every country in the world regulates such turnover in one way or another. There are countries with “hard” and “soft” regulation of land transactions between agricultural producers. However, almost every developed EU country gives priority to farmers who live in the area and run their own farms, as opposed to large agricultural holdings. Despite the fact that in the EU countries the legislation on the turnover of agricultural land between agricultural producers is based on different models of legal regulation, the positive experience of these countries should be used to improve the national legislation in this area. In the area of legal support for the use of land by agricultural producers, the national land legislation should pay special attention to granting pre-emptive rights to purchase agricultural land to farms, territorial communities, tenants, etc; provide for the establishment of a preferential procedure for the acquisition of such land and the granting of tax benefits; and define the limits of land concentration at the level of regions and united territorial communities or establish a permit procedure for the acquisition of land plots with an area larger than that established in a particular region or united territorial community.

Regarding solving the problems of forced foreclosure on the debtor's share in a limited liability company

The article examines the problems of ensuring an effective mechanism for foreclosure on the debtor's share in a limited liability company. It has been established that the existing tools for overcoming conflicts in the case of the implementation of corporate rights of the debtor in the LLC do not meet the needs of executive proceedings. Taking into account the divisibility of the share, it is concluded that the preferential right to purchase the share applies to that part of the share that covers the amount of the debt, if the amount of debt of the partner of the partnership is less. than the value of the share determined in the foreclosure procedure. The possibility of converging the procedures of forced debt collection and forced withdrawal of a participant from a limited liability company has been identified. Based on this, it is proposed to establish a subsidiary procedure for the compulsory payment of the value of a share in a company by analogy with the relations regarding the exit of a participant from a company with certain features. Among these features is the emergence of the right to forced payment of the share only after the lack of effectiveness of the sale of the share in the enforcement proceedings, the need to shorten the terms of payment of the value of the share by establishing the obligation of the company to make the payment within a month after the end of the financial quarter in which the executor sent the company a demand for the distribution of the share participant This approach can make it possible to reduce the debtor's share in the company in proportion to the payment of the partner's debt by the company, without creating an additional financial burden on the company, as well as to stimulate other participants to early redemption of the debtor's share in order to prevent financial complications for joint business. It is also proposed to legislate that in the event that a participant (participants) does not exercise its preemptive right to purchase another participant's share, the participant's share is redeemed by the participant (participants) on a proportional basis without taking into account the share of the participant (participants) who waived the preemptive right. Key words: executive proceedings, economic regulation, preemptive right, corporate rights, executor, debtor, foreclosure on a share in a limited liability company.

Land Policy in Resilience Building: The Case of the Evros River Basin in Northern Greece

Land policy as an all-encompassing socio-economic domain has experienced a long-standing evolutionary process operating either as a foundational component of spatial planning or as an inherent policy entity in developmental strategies. Either way has endowed the advancement of numerous policy tools of its own, like land administration-registration practices, land banks, land expropriation, land consolidation, pre-emption rights, air rights development transfer, development rights, taxation, re-parceling and land compensation mechanisms. At the same time, land policy has been a rather critical element in all phases of safety planning (emergency planning, recovery-reconstruction planning and disaster mitigation-prevention planning). This study elaborates on the issue of land policy as an eminent component interlinking spatial planning, safety planning and development policies. Further on it highlights the wide variety of land policy tools that allow dealing (proactively and reactively) with disaster management and promoting resilient territories. Set in this context, the aim of this article is to reveal the importance of land policy in flood protection, focusing on a distinct flood risk setting: the Evros River Basin in Northern Eastern Greece; and more specifically in the making of an integrated safety-resilience planning strategy.

Shareholder agreement as the main manifestation of discretion in the corporate law of Ukraine

The article discusses the prerequisites for establishing comprehensive legal regulation of the shareholder agreement in the corporate law of Ukraine. It argues that the shareholder agreement is an essential tool for regulating corporate relations and ensuring effective interaction among corporation members. The article emphasizes that the shareholder agreement is the main manifestation of discretion in the corporate law of Ukraine, and outlines its advantages over corporation charter, including greater flexibility, adaptability to unique circumstances, and the ability to establish optimal methods of responsibility for the parties. The article also highlights the advantages of using compensation as a mechanism for ensuring "satisfaction" in the event of a violation of the shareholder agreement, while also noting that parties can choose alternative mechanisms of responsibility that best suit their interests.
 It pays particular attention to the interaction between the shareholder agreement and legislative regulation and local corporate acts, such as the charter and bylaws of corporations. The article argues that the provisions of the shareholder agreement are limited by the imperative provisions of corporate legislation and the rules of the charter, which is the main local corporate act of the company. It recommends changes to corporate legislation to clarify the distinction between the provisions of the charter and the shareholder agreement, particularly in relation to the preemptive right of members of LLCs and ALLs, to avoid conflicts between the two.
 The argument is made that changes to corporate legislation are necessary in order to improve certain provisions. One such improvement would be to clarify the provision regarding the nullity of the shareholder agreement, which should include an obligation to vote in accordance with the instructions of the company's management bodies. Additionally, the range of subjects to which this provision applies should be expanded to include the company's subsidiaries and any other company bodies. It is also important to prohibit the inclusion of provisions in shareholder agreements that are aimed at harming the rights and interests of other members or shareholders of the corporation, as well as the interests of the company itself.

Problematyka prawna działek letniskowych

During the last years, because of big urban and industrial aglomerations and other consequences of modern life, there appeared the tendency to own a land lot with a summer house and it is now more and more perceivable, This is so because it seems that a summer house gives maximum freedom to its owner. However, building of summer houses interferes with various fields of socio-economic life and since it is now a phenomenon of mass character, it is necessary to look for solutions which would allow to keep this type of building in reasonable frames and at the same time protect against taking over the land not designated for recreation purposes (e.g. farms, forests subject to specific protection because of landscape or natural values, etc.).This article presents legal problems of summer house lots; procedure of appointing parts of land for recreation purposes, alotting the lots for the purpose of individual recreation, problems of the norms of area. Also, heretofore used methods and legal grounds of acquisition of summer house lots are presented, as well as negative consequences of informal transfer of lots which constitute parts of land designated for the purpose of farming. The Author also discusses highly unsatisfactory state of binding legal rules in this domain, aimed at protecting the land against the use which is irrational or contrary to the designation.Final part of this article contains propositions concerning specific legislative changes which would subject summer house lots to the principles common for administration of land within the town limits, also as far as statutory right of pre-emption is concerned. This would eliminate elements such as spontaneity, chance, discretion and speculation from the process of acquisition and use of plots designated for construction of summer houses.

PT Garuda Indonesia (PERSERO) Tbk Stock (GIAA) Fair Value Valuation Post Restructuring and Relisting on IDX

The financial difficulties experienced by PT. Garuda Indonesia, characterized by its inability to meet its obligations to several creditors, resulted in the temporary delisting of its shares from the Indonesia Stock Exchange (IDX) on June 18, 2021. This situation was further exacerbated by the impact of the Covid-19 pandemic, which led to a decline in revenue due to a decrease in passenger numbers and air traffic. Garuda Indonesia initiated a restructuring effort through the Postponement of Debt Payment Obligations (PKPU) route with a number of creditors. This resulted in an extension of the payment terms, a conversion of debt to equity, and a modification of the debt structure. The company also implemented improvements to its operational practices aimed at reducing costs. These efforts have produced positive outcomes, including an increase in equity and a decrease in the company’s liabilities.Top of FormBottom of Form Garuda Indonesia also increased the company’s capital through Additional Capital with Pre-emptive Rights (PMHMETD), Additional Capital without Pre-emptive Rights (PMTHMETD) and investment from the government of the Republic of Indonesia through State Investment (PNM). After completing the restructuring process, Garuda Indonesia (GIAA) shares were free from suspension and were able to return to the Indonesia Stock Exchange (IDX) with an initial price of Rp.204. This study was conducted to determine the fair value of GIAA shares upon their return to IDX in early January 2023. The study utilized two methods: the Discounted Cash Flow (DCF) method and the Relative Valuation method. The DCF method resulted in a fair value of Rp. 165.3 for the shares, implying that the initial issuance value was overvalued by 18.97%. The Relative Valuation method EV/sales ratio, yielded a fair value of Rp. 929 for the shares, suggesting that the current issuance value was undervalued by 355%.

Authorisations to issue shares and disapply pre-emption rights in the UK, Belgium and France: law, economics and practice

ABSTRACT In this paper, I analyse the role of shareholder approval and pre-emption rights in protecting shareholders in share issuances by listed corporations in the UK, Belgium and France. In these countries, shareholder approval and pre-emption rights are in principle required for share issuances, but the general meeting can authorise the board of directors to issue shares and disapply pre-emption rights. Proxy advisors and institutional investors have adopted guidelines that signal that they strongly support pre-emption rights and shareholder approval of share issuances. However, I provide empirical evidence that these guidelines are often not followed in France and Belgium, especially for smaller corporations with high levels of insider ownership. I contrast this with the strong impact of the guidelines in the UK. I also offer explanations for these differences, as well as policy options that would give shareholders a larger say on the balance between flexibility and accountability regarding authorisations.

Pre-emptive Rights of Shareholders: An Indian Perspective

Pre-emptive rights are legal relationships either created by a statute or through a contract. By the exercise of these rights, priority is given to the right holder over and above others as regards the potential acquisition of the relevant subject matter. Only upon refusal by such right holder, is this opportunity given to a third party to negotiate. In India, the statutory pre-emptive rights of a shareholder in a company have been recognized statutorily through the Companies Act, 2013, as well as by the extant security exchange laws. Whereas, in the case of contractual pre-emptive rights, they are enforced as per the Indian Contract Act, 1872. As per the statutorily recognized pre-emptive rights, the rights are held by the shareholders of a corporation by virtue of which additional shares shall not be issued by the company to a third party, without the shares first being offered to all its existing shareholders. In the case of the contractual pre-emptive rights, they are, typically, an arrangement between the shareholders of the corporation that, in the case of transfer of shares, the exiting shareholder shall first offer those shares to the non-exiting one. It leads to great confusion for many, as the context in which the term is used statutorily and contractually varies to a great degree. Through this article, an attempt is made to discuss the concept of pre-emptive rights in a company, its statutory and contractual presence in companies regulated as per the laws of India and review judicial developments and understand its relevance in today’s time. Rights Issue, Companies, Public Company, Private Company, Indian Companies Act, 2013, Indian Contract Act, 1872, Pre-emptive Rights, Statutory Pre-emptive Rights, Contractual Pre-emptive Rights, Right of First Refusal, Right of First Offer