PROBLEMS OF THE SQUISE-OUT PROCEDURE: JUDGMENTS ARE NOT IN THE FOREST

The results of the extended meeting of June 22, 2018 of the Judicial Chamber for the consideration of cases on corporate disputes, corporate rights and securities to discuss with the judges of local and appeals courts procedures squeeze-out and sell-out are considered. The procedure was introduced by the Law of Ukraine of 23.03.2017 № 1983-VIII "On Amendments to Certain Legislative Acts of Ukraine Concerning the Enhancement of the Level of Corporate Governance in Joint-Stock Companies", that is absolutely new for Ukrainian law and practice. Critically commented on the speeches of the meeting participants. It is shown that the introduction of the squeeze-out procedure requires a thorough check on the constitutionality and on compliance with the civil law principles of Ukrainian legislation. Doubts are expressed regarding the balance of interests of the majority shareholder and minority shareholders, since the first dictates the terms of redemption and, most importantly, the price, and the ways of denying this dictate are not currently standardized. The reference to European practice in a large number of aspects is inappropriate, since, firstly, the conclusion about constitutionality or unconstitutionality in a particular country depends on the features of constitutional regulation of this issue, and the justification by the so-called "public interest" cannot be taken into account, since even in the case-law of the European Court of Human Rights (ECHR) it is determined that the subject of the squeeze-out concerns exclusively the relations between private persons. It is concluded that a crude law has been adopted, where the interests of the authorities coincided with reporting to the EU on the introduction of another directive, and the oligarchs - it's cheap to take back the remains of property that still remained with the people. At the same time, the general impression is that judges who are accustomed to using the Civil Code of Ukraine as the second Constitution are not yet delighted with the forced deprivation of property shareholders.