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26.11.2019

The draft law “On Joint-Stock Companies” is registered by the Verkhovna Rada №2493. Its authors are MP's from the Committee on Economic Development Roksolana Podlasa, Andrii Zhupanin, Yaroslav Zhelezniak.

Specialists from the National Securities and Stock Market Commission, the National Depository of Ukraine, experts from the legal community were involved in preparing the legislative changes.

In fact, a new wording of the law “On Joint-Stock Companies” has been proposed for consideration to the Verkhovna Rada.

“This document is a codification and streamlining of changes to joint-stock companies legislation that have been introduced over the last few years. Of course, it also provides for the elimination of those urgent problems that have been revealed by the practice of law application”, - said the Commissioner of the NSSMC Maxym Libanov.

According to him, the draft law also contains six short stories aimed at providing more flexibility and convenience to shareholders when dealing with issues of managing a company.

  • One-tier corporate governance system

Currently, there is an exclusively two-tier corporate governance system in Ukraine. The legislation does not provide for the obligation of the Supervisory Board in LLC and PJSC. The law proposes to allow the creation of two-tier boards - one-tier board system and two-tier board system - giving companies the right to choose a particular corporate governance model and introduce a proportionate corporate governance approach that takes into account the size of the company, its social importance, type of business model, etc.

  • Holding general meetings using electronic voting

At present, Article 48 of the Law “On Joint Stock Companies” provides for the holding of a general meeting of shareholders through absentee voting (polling), but its implementation is not possible in practice. This law will allow to hold both traditional in-person general meetings and electronic general meetings - electronic voting. Both types of meetings will be held through an authorized electronic system, the Central Depository's software and hardware. The draft law also introduces a shortened procedure for holding an extraordinary general meeting.

  • Ukraine's progress in the Doing Business ranking

Due to three laws over the last 5 years, Ukraine has made great progress in the component rating of Minority Shareholder Protection (+64 steps). The issue of directors' liability remains the weakest, so it is these changes that came into law. Therefore, the new law has introduced changes aimed at increasing the responsibility of officials of a joint-stock company. The maximum task is to enter the TOP-10 countries in the component of the rating “Protection of the rights of minority shareholders.

  • Merger, joining, division, separation, transformation of society

The processes of reorganization in joint-stock companies are sufficiently bureaucratic today. For a merger, for example, you need to hold a shareholder meeting three times, and then again a general meeting. The draft law proposes a significant simplification of all types of procedures (one merger holding), regulation of expert participation. For each type of reorganization there will be a separate article - a detailed road map - what to do.

  • Accounting LLC shares in the Central Depository

Currently, any registration actions with shares of LLC are carried out by state registrars by amending to the Unified State Register (EDR). The law gives another option - the company may decide on the accounting of shares in the accounting system maintained by the Central Depository. These include additional protection of the ownership of the company's shares, guarantee of fulfillment of obligations under the shareholding transactions, technological way of holding the general meeting of the company, additional possibilities of information exchange during corporate events

  • Corporate governance in professional participants of the capital markets

At present, corporate governance standards in professional participants are lacking both at the level of laws and by-laws. The corporate governance regulatory environment exists only in the banking segment of the financial sector. The law proposes to apply the requirements of the European MiFID II and Capital Requirements Directive (CRD) in terms of corporate governance to investment firms in Ukraine.

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