Resolution of the Supreme Court of 15 July 2021 in the case No. 906/1336/19 formed law of practice that states that Recognition of the preemptive right to purchase alienable corporate rights and shares is an inadequate way of protection.
In this case, the member of the subsidiary company of the LLC appealed to the commercial court with a claim against two other members of the LLC`s subsidiary company. He asked for recognition of his preemptive right as a participant of the LLC`s subsidiary company to purchase alienable corporate rights and shares in the Charter Capital of the subsidiary company.
While claiming recognition of his preemptive right to purchase alienable corporate rights, the plaintiff identifies such different concepts as “corporate rights” (rights accruing from share) and “rights on share”. Such position is inconsistent with the current legislation, which relate to the exclusive preemptive right to acquire a share, and not the right to a share.
The court emphasized that an appropriate way to protect the violated rights of a plaintiff who is actually seeking to acquire an alienated share of another member is to file a lawsuit to transfer the rights and obligations of the buyers of the share (part of the share) to the plaintiff. This method of protection is provided by par. 4 Art. 362 of the Civil Code of Ukraine and Part 5 Art. 20 of the Law of Ukraine “On limited and additional liability companies”.
