
Pre-emptive right in business sale and purchase and establishment of JVs in Russia
We will analyse, among others, the questions outlined below.
Agenda
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For what purposes is the pre-emptive right used in business sale and purchase transactions and establishment of joint ventures?
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Rules of the Civil Code of the Russian Federation, Federal Law “On Joint Stock Companies” and Federal Law “On Limited Liability Companies” on a pre-emptive right;
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Main types of a pre-emptive right used in practice (right of first offer and right of first refusal, two-level pre-emptive right in establishment of joint ventures);
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Possibility of modifying the procedure for exercising a pre-emptive right as compared to the rules of the Federal Law “On Joint Stock Companies” and the Federal Law “On Limited Liability Companies”;
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Whether the pre-emptive right can be waived in a limited liability company and a non-public joint stock company;
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Admissibility of the pre-emptive right in respect of shares in a PJSC;
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Current court practice regarding the procedure for exercising a pre-emptive right:
- pricing issues when exercising a pre-emptive right;
- procedural issues when exercising a pre-emptive right;
- pre-emptive right in case of transfer of shares (participation interest in the share capital) between shareholders (participants) of a company;
- transfer of rights in case of violation of the procedure for exercising the pre-emptive right, conditions of granting of such claim by the court, issues of sham transactions and other issues.
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Q&A
Speakers

