SOLIDARY LIABILITY SUBJECTS IN THE “SQUEEZE-OUT” PROCEDURE

Abstract

The article analyzes the latest judicial practice in the consideration of cases for recovery of fair compensation by minority shareholders for shares purchased as a result of the mandatory sale of shares at the request of a subject (subjects acting jointly), who owns a dominant controlling stake, in the context of the proper defendants. The essence, conditions of application and foreign practice of the implementation of the doctrine of “piercing the corporate veil”, which refutes the principle of direct liability of the debtor for his obligation in order to prevent abuse of the corporate structure by unscrupulous subjects. Because it was used as a basis for the position of the Supreme Court on the involvement of the issuer, the applicant of a public demand, its affiliates, third parties acting together with it and the ultimate beneficial owner in joint and several liability for damages are defined. The problem of foreign structuring of national companies, which acts as a legal scheme for the abuse of right and avoidance of liability by the subject that is actually the beneficiary (controller), taking into account the possibility of share purchase according the “squeeze-out” procedure by other subjects besides the majority shareholder is outlined. Supporting the legal position of the Supreme Court, the actual preconditions (the risk of abuse of the share purchase that established in the provisions of Article 95 of the Law of Ukraine “On jointstock companies”; lack of financial stability of issuers in modern conditions) and prospects for the implementation of such an approach (its compliance with foreign judicial practice of holding the controlling person accountable; provision of additional guarantees to minority shareholders regarding compliance by subjects involved in the share purchase procedure with the principle of fairness, good faith and reasonableness of their own actions) are given.