Privalomo smulkiųjų akcininkų akcijų pardavimo problematika.
In the article the author analyses questions, related to squeeze-out right. By using the comparative method, the principles of legal regulation of foreign states and principle provisions are being discussed. Many states of the European Union regulate the squeeze-out right, but these provisions vary a lot. The author points out, that national courts of the member states, where the question of constitutionality has been arisen, stated, that such a right matched the principle of property inviolability. With the help of the logical, historical and systemic methods, the institute of squeeze-out right in the acquis communautaire is being discussed. The 13th Directive of company law, which intends to uniform the application conditions in the member states, is being analysed. The Directive also leaves enough freedom for the member states. With the help of the grammatical, logical, teleological and historical methods, the practice of Lithuania, related to the squeeze-out right, is being discussed. The lack of present regulation and possible decisions are being emphasised. The author suggests abridging the sphere of the squeeze-out right in the legal system of Lithuania – to invoke this right only after the submission of the bid. By applying the national laws, which regulate the squeeze-out right, the principles of legal expectations and the prohibition of the retroactive law, cannot be infringed. In the opinion of the author, the provisions the 19 (1) article of the law of the stock market, concerning the threshold, contravenes the provisions of the 13th Directive: not only the condition of the capital, but also the condition of the votes must be raised for the implementation of the squeeze-out right. The perfection of the mechanism for the implementation of the squeeze-out right is being emphasised. The use of the self–defence by implementing this right is not justified. When the minor shareholders reject to sign a buying–selling agreement, the majority shareholder is intended to obtain shares through judicial institutions. The author expects that this article introduces with the regulation of the squeeze-out right, gives the assessment of the legal norms and initiates the discussions of the scholars of these questions.
- Articles / Straipsniai