Akcininkų išankstinio atsisakymo pirmumo teisės įsigyti parduodamas akcijas teisinis vertinimas.
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The pre-emption right of other company’s shareholders to acquire the shares of the company being sold, which is indicated in Article 47 of the Law on Companies of the Republic of Lithuania, is one of the problems for the seller of the shares of the close company, as well as to the buyer. In practice, the sellers of the shares often conclude the written agreements or formalize one-side statements, under which other shareholders refuse from this pre-emption right in advance. However, the Civil Code of the Republic of Lithuania indicates an invalidity of the transactions, which impose restrictions on the civil capacity of the person. This article involves an analysis on the matters of juridical assessment (legitimacy) of the preconceived refusal of the pre-emption right to acquire the shares of the close company being sold. Also the practical problems are highlighted. The formulated hypothesis is the following: the preconceived refusal of the shareholder’s pre-emption right to acquire the shares of the close company being sold is a transaction, which impose restrictions on the civil capacity, and therefore is invalid. Primarily, a conception and purpose of the mentioned pre-emption right are disclosed. It is motivated that the shareholders’ pre-emption rights are dual: the pre-emption right to acquire the shares being sold and the pre-emption right to acquire the newly issued shares. The substantial purpose of the first right is to prevent the ’dilution of holding1 of other shareholders. The second right ensures the delectus personae right for other shareholders of the close company. Such a right protects from the coming of the outsiders (third persons) to the company. [...]
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