Protection of the rights of the parties to a corporate agreement through the application of compensation and pledges

Abstract

The author of the article has analyzed theoretical and practical issues arising when protecting the rights of the parties to a corporate agreement. The author has proved the necessity of the unification and harmonization of the national legislation in regard to corporate agreements with European laws by amending Ukrainian legislation and introducing such a liability for improper execution or non-execution of the terms of a corporate agreement as compensation. The advantages of compensation as a way of protecting the rights of the parties to a corporate agreement have been determined. It has been argued that it is a guarantee of proper execution of a corporate agreement, the most optimal way of protecting the rights of the parties to a corporate agreement among other methods provided by the law. On the basis of the conducted research, the author has made a conclusion about the feasibility of enshrining the list of the most effective ways to protect the rights of the parties to a corporate agreement in the legislation, which are: compensation for damages, collection of a penalty (fine, fee), collection of pre-estimated losses, payment of compensation, recognition of a corporate agreement or its certain parts invalid; invalidation of transactions concluded by a party to a corporate agreement in violation of the terms of such an agreement, etc. It has been substantiated that compensation as the way of protecting the rights of the parties to a corporate agreement is not provided by law, but given the freedom of an agreement within corporate law, it can be envisaged in a corporate agreement.
The author has proved the expediency of establishing pledges of the parties in a corporate agreement regarding the circumstances that are important for its conclusion, execution or termination. A breach of a pledge may result in an obligation to undo the damage, to pay compensation and / or a penalty.