Parties of the Shareholders’ Agreement

Abstract

The author of the article has studied the problem of determining the subjective aspect of a shareholders’ agreement. On the basis of the analysis of the legislation of Ukraine and other countries, as well as the legal doctrine of corporate law, the author has concluded that exclusively shareholders of a particular company should be recognized as such persons, since they as the holders of subjective corporate rights, have the opportunity to exercise them in the manner determined by such an agreement.

Contracts between third-party entities and shareholders, where the latter undertake to exercise their corporate rights in shares, in accordance with the directions of third parties, can not be attributed to shareholders’ agreements because the subject matter and purpose of such agreements and shareholders’ agreements do not coincide. Accordingly, a joint-stock company and third parties (its credit grantors, persons who did not acquire shareholder’s status because of various reasons and other persons) can not be recognized as a party to such an agreement, since they are not holders of corporate rights.

The parties to a shareholders’ agreement conclude it because of corporate capacity, which is specific, characteristic for them as members of the joint-stock company. A shareholders’ agreement is an act of corporate legal capacity embodied in a contractual form. Therefore, only shareholders of a particular joint-stock company can conclude such an agreement. Contractual relationships are terminated in terms if one of the parties loses the respective obligation of such legal capacity, while the agreement itself remains valid for the parties that have retained the corporate legal capacity, unless otherwise expressly provided by it.