The bill is aimed at improving and further harmonizing the legislation on joint stock companies, and increasing Ukraine's position in the international ranking of Doing Business on the indicator "Protection of minority investors".
To this end, the document provides:
- introduction of a mechanism for holding general meetings with the use of electronic voting;
- bringing the rules on shareholder representation in line with EU law, in particular, the Directive 2007/36 / EC of the European Parliament and of the Council of 11 June 2007 on the exercise of certain rights of shareholders in listed companies;
- settlement of the issue of liability of officials of the joint-stock company;
- introduction of the activities of the corporate rights adviser to disseminate research, provide advice and any other recommendations on corporate rights;
- introduction at the legislative level of requirements for corporate governance of professional stock market participants;
- the possibility for the joint-stock company to elect a one-tier management structure of the company by creating a board of directors of the joint-stock company, which will control and manage the activities of the joint-stock company, while providing for mandatory application of only two-tier management structure;
- settlement of the issue of introduction of the position of corporate secretary in joint-stock companies, determination of his competence and powers, as well as the procedure for election and recall of the corporate secretary;
- exclusion from the Law of Ukraine "On Joint Stock Companies" of the rules that require the existence of a joint stock company audit commission (auditor);
- expanding the range of persons who have the right to apply to the court with a derivative claim;
- settlement of the issue of liability of officials of the joint-stock company, in particular by providing a mechanism for compensation of losses, setting restrictions on holding positions in the company and the possibility of early termination of powers of officials of the company in case of such losses to the company;
- introduction of a mechanism for accounting for shares of limited and additional liability companies in the accounting system of the Central Securities Depository;
- settlement of mergers, acquisitions, spin-offs and divisions of joint stock companies in accordance with the provisions of Directive 2017/1132 / EU of 14 June 2017 on certain aspects of company law.
Thus, the bill proposes to set out a new version of the Law of Ukraine "On Joint Stock Companies". In addition, it is proposed to amend the Civil, Commercial, Criminal Procedure Codes, laws of Ukraine "On Limited and Additional Liability Companies", "On Securities and Stock Market", "On the Depository System in Ukraine" and other legislation.
