Related Party Transactions and Corporate Groups: When Eastern Europe Meets the West

European Company Law Series, Volume Number 16.

Related Party Transactions and Corporate Groups is a timely book that offers a comprehensive description of rules and regulations on Related Party Transactions (RPTs) and corporate groups in Ukrainian corporate law. RPTs are an increasingly important concept in European company law, at both European Union (EU) and national levels. In a market environment where economic actors conduct themselves as diligent and conscientious managers, the regulation of RPTs would be largely irrelevant. However, the corporate reality is far from an ideal world that is ignorant of market abuse and corporate fraud. It remains necessary to protect minority shareholders from the wrongdoings of majority shareholders and to protect all shareholders from opportunistic managerial behaviour. This book is the first on the subject since the implementation of EU’s revised Shareholders’ Rights Directive providing an in-depth analysis of how and to what extent RPTs are covered by existing legal requirements on capital protection and corporate group regulation, highlighting experiences and strategies adopted in Germany, Poland, and the Netherlands, and in particular Ukraine, as examples for Eastern European countries.

What’s in this book:
This book provides for a necessary bond between Eastern European tradition of corporate law and modern corporate law of Western Europe. Beyond his comparative analysis of the current status, the author offers recommendations for more effective handling of RPTs, investigating such aspects as the following:

• what constitutes a corporate group and how group issues are regulated in the various legal systems;
• what constitutes a conflict of interest originating in ownership and control and what types of such conflicts occur;
• whether RPTs within corporate groups should receive special treatment relative to transactions outside groups;
• combatting corporate raiding, most often carried out through illegal seizure of corporate assets;
• approval and disclosure requirements for RPTs; and
• how information about RPTs is disclosed publicly.

Drawing on resources including legislation, case law, scholarship and intensive discussions with practicing lawyers from several jurisdictions, the author underscores the importance of establishing limitations and requirements that oblige a company’s officers, shareholders and other potential related parties to follow certain rules whenever they wish to enter into an RPT.

How this will help you:
As a contribution to the debate on the convergence between EU corporate law and that of major Eastern European states, the book has no peers. Practitioners in both East and West who advise on compliance with regulations for RPTs or represent stakeholders’ interests against abusive RPTs will ensure appropriate remedies and protection mechanisms for their clients. This book is a manifestly topical, important and well-timed study that might be interesting for scholars, practitioners and governments in both the jurisdictions in research focus and other countries across the world.