The possibility to become the owner of 100% shares of the company.
The procedure squeeze-out was entered to Ukrainian corporate legislation the middle of 2017.
To qualify for the squeeze-out one must have or achieve a package of 95% of the share capital of joint stock companies (JSC) and more.
The possibility of reaching the dominant controlling stock interest:
- Purchase of shares
- Additional issue
- Joint actions
The period of implementation of the right to squeeze-out does not exceed 90 days!
The main advantages of implementation of squeeze-out:
- optimization of the ownership structure of the company;
- increase of investment attractiveness of the company;
- simplification of the corporate governance system;
- reducing the risks of corporate conflicts;
- minimizing risks of green (black)-mail in and raiding;
- reduction of maintenance costs of the corporate activities of the company;
- simplification of the procedure for granting consent to the commission of major transactions and interested-party transactions;
- ability to not hold a General meeting of shareholders;
- reduction in corporate reporting.
Complex of squeeze-out procedure includes:
- Fulfillment of all squeeze-out procedure stages, determined by the legislation.
- Ensuring of interaction of Dominant Shareholder & JSC with NSSMC, NDU, custodians, bank – escrow agent, valuator, etc
cover preparation of the following documents:
- notification from the Dominant Shareholder to acquire ownership of the dominant controlling shareholding;
- corporate reporting on receiving notice of acquisition of ownership of a dominant controlling shareholding;
- Resolution of the Supervisory Board approving engagement of the valuator for evaluating the market price of the shares and approving the terms of the agreement with him;
- Resolution of the Supervisory Board approving the price of the mandatory sale of the shares;
- the notification from JSC to Dominant Shareholder about the price of the mandatory sale of the shares;
- Public irrevocable demand;
- the notification from JSC to NSSMC on public irrevocable demand;
- corporate reporting on public irrevocable demand;
- the notification from JSC to NDU on public irrevocable demand, the order on the shareholders list forming;
- forming of shareholders list for the repurchase, the list is to be provided to the bank escrow-agent;
- the notification from Dominant Shareholder to JSC on the money transfer to the escrow-account;
- the notification from JSC to NDU on the money transfer to the escrow-account;
- the intsructions to the custodian from Dominant Shareholder on the enrollment of share.
- drafting and approval of an escrow-account agreement;
- conclusion of an additional agreement between JSC and NDU on the implementation of complex of services for the squeeze-out procedure;
- corporate reporting related to the squeeze-out procedure;
- provision of the documents flow between the members of the process.
Saad Legal is one of the few law firms in Ukraine which already has experience in the implementation of procedures for squeeze-out!
Order service now – +380(44)586-09-79
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