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LEGAL FEATURES OF DEFINING THE QUORUM AT THE GENERAL MEETING OF JOINT-STOCK COMPANY


This article is devoted to topical issues in corporate relations domain. In the context of applicable legislation of Ukraine and legal practice, it considers legal features of defining the quorum at the general meeting of joint-stock company. The conclusion was made as follows.

To begin with, the basic value for calculating the quorum at the general meeting of the joint-stock company is voting share, the status of which is invariable and is connected to the share capital. Secondly, the Status of voting share may change only in case of its cancellation by the company or the above one-time act pursuant to cl. 10 Section VI Law of Ukraine «On the Depository System of Ukraine». Thirdly, all holders of ordinary registered shares are owners of the voting shares. Moreover, unavailability the majority of voting shares of the joint-stock company at the general meeting is the basis for recognizing such meeting as illegitimate, and the decision as invalid. If information on ordinary registered shares was not disclosed by the depositary institution resulting in the fact that incomplete register was issued as of the joint-stock shareholders voting day, while calculating the quorum it is necessary to consider the number of all voting shares, rather than the number registered by the registration commission, since information on ordinary registered shares, undisclosed by the depositary institution) is not the basis for depriving the ownership right to voting shares and, correspondingly, voting right at the general meeting of the joint-stock company. If there is a court decision in form of Resolution, which prohibits the shares to take part in voting at the general meeting under the agenda item, these shares, even if they are available in the register as voting, cannot take part in voting at the specific meeting. The status of voting share is constant while participation in specific general meeting has local application, limited by the time frameworks.



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Keywords:  joint-stock company, shareholder, voting right, corporate rights, voting share, general meeting, quorum, ownership right.

CORPORATE FINANCE

Vakulenko Eugene
candidate for PhD, Institute of World Economy and International Relations of the National Academy of Sciences of Ukraine

Yurii Onishchyk
Doctor in Juridical Sciences, Professor, Academy of Labour, Social Relations and Tourism

 

 

 

 

 

 

 

 

 

 

 

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