| Abstract [eng] |
The principle of freedom of contracts enables the participants of the relevant civil legal relationship to form any contracts that do not contradict mandatory legal norms, legal principles, public order or good morals. One of the contracts not regulated directly in the Lithuanian legal system but formed in accordance with the general principles of contract law is shareholders’ agreement. Although, the institute of shareholders’ agreements is not new in the Lithuanian legal system (this legal institute was regulated by the Law on Companies of the Republic of Lithuania during the period of 1998-2004), significant absence of scientific analyses on the relevant theoretical and practical issues in respect of this type of agreement still exists. Therefore, in response to the lack of academic papers on this relevant topic, this thesis studies the concept of shareholders’ agreements and enforcement problems of the separate provisions of the agreement. The first chapter of the thesis reveals the concept of the shareholders’ agreements and its qualifying features. It was founded that the direct regulation of the institute of shareholders’ agreements is unnecessary and unlikely, but there are certain situations when the laws should require the participants of the legal entities to enter into shareholders’ agreements. The second chapter provides an analysis of deadlock situations and the possibility to overcome such situations under legislative and contractual arrangements. The analysis confirmed that the legislative measures are not sufficient to resolve the deadlock situations. Such conclusion supports the view that in certain cases the law should require the participants of the legal entities to enter into shareholders’ agreements, where specific measures for the resolution of deadlock situations could be set out. The third chapter discusses the concept and features of the option agreement which is usually contained in the shareholders’ agreements. It was founded that the parties to a shareholders’ agreements unduly make a parallel between the option agreement and a preliminary agreement and come to a conclusion that the first one cannot be enforced. It is assumed that the option agreement is sui generis contract, which may not be governed by the legal norms regulating preliminary and conditional agreements. The final chapter examines the provisions of the shareholders’ agreements regarding the legitimacy of the implementation of the voting rights of the members of management body and the content of fiduciary duties of the members of management body in respect of the legal entity. It was concluded that the widespread practice to establish an order for the implementation of the voting rights of the members of the management body of the company in respect of the separate management questions of the company is illegitimate, because it contradicts the fundamental fiduciary duties of the members of the management body in respect of the company. The study confirmed the first hypothesis of the thesis that the shareholders’ agreements shall not be directly regulated by legal acts, but the conclusion of them shall be left solely to the discretion of the parties. However, the legislation should provide an obligation to form a shareholders’ agreement in certain cases, in order to avoid possible deadlock situations. The study partially confirmed the second hypothesis that the shareholders improperly evaluate the specifics of certain legal institutes. |
