Legal Aspects of Liability of Participants (Shareholders) of Joint Stock Companies in the Republic of Uzbekistan for Breach of Corporate Obligations

Asliddin Habibullayev

doi:10.47134/jcl.v1i3.3202

Authors

Asliddin Habibullayev Attorney in Business Legal Services Advocacy Bureau in Tashkent, Uzbekistan

DOI:

https://doi.org/10.47134/jcl.v1i3.3202

Keywords:

Republic of Uzbekistan, legal entities, joint stock companies, shareholders, shareholders' liability, corporate law, corporate obligations, minority shareholders

Abstract

This article considers legal aspects of liability of participants (shareholders) of joint stock companies in the Republic of Uzbekistan for breach of corporate obligations. The article analyses both national normative legal acts and international standards and practices of regulation of shareholders' liability. The author has considered issues related to mechanisms for protecting the rights of shareholders and creditors, as well as imposing sanctions on shareholders for breach of corporate obligations. In addition, recommendations were made to improve legislation in this area.

References

Andreas Cahn, David C. Donald. Comparative Company Law: Text and Cases on the Laws

Governing Corporations in Germany, the UK, and the USA. Cambridge University Press, 2018;

Boyko T.S. Liability of a participant of a business company to another participant // Law.

2017.

Constitution of the Republic of Uzbekistan;

Civil Code of the Republic of Uzbekistan;

Economic Procedural Code of the Republic of Uzbekistan;

Code of the Republic of Uzbekistan “On administrative responsibility”

Criminal Code of the Republic of Uzbekistan;

Law of the Republic of Uzbekistan “On insolvency”;

Decree of the President of the Republic of Uzbekistan “On the Development Strategy of the

New Uzbekistan for 2022-2026”;

Decree of the President of the Republic of Uzbekistan “On the Strategy “Uzbekistan

2030””;

Decree of the President of the Republic of Uzbekistan “On measures to radically improve

the investment climate in the Republic of Uzbekistan”;

Decree of the President of the Republic of Uzbekistan “On measures to introduce modern

methods of corporate governance in joint-stock companies”;

Jennifer G. Hill. Comparative Corporate Governance: Essays and Materials. Cambridge

University Press, 2019;

Klaus J. Hopt, Patrick C. Leyens (eds). The Anatomy of Corporate Law: A Comparative and

Functional Approach. Oxford University Press, 2019;

Kh.R. Rakhmankulov, S.S. Gulyamov. “Corporate Law”. Tashkent - 2004;

Law of the Republic of Uzbekistan “On Joint-Stock Companies and Protection of

Shareholders’ Rights”;

Lucian A. Bebchuk. The Case for Increasing Shareholder Power. Harvard Law Review, 2005;

M. Kamalov, F. Nabiev, K. Batirova. “Corporate Law”. Textbook. Tashkent - 2019;

Model Business Corporation Act (MBCA);

OECD Principles of Corporate Governance;

Paul Davies. Principles of Modern Company Law. Sweet & Maxwell, 2020; ISO 37000:2021;

Shareholder Rights Directive (2007/36/EC);

Resolution of the President of the Republic of Uzbekistan “On additional measures to

reduce state participation in the economy”;

Resolution of the Cabinet of Ministers of the Republic of Uzbekistan “On measures to

further improve the corporate governance system in joint-stock companies”;

Order of the heneral director of the Center for Coordination and Control over the

Functioning of the Securities Market under the State Property Committee of the Republic of Uzbekistan “On Approval of the Rules for the Provision and Publication of Information on the Securities Market”;

Tsepov G.V. Exclusion of a participant from a limited liability company as a forced

cancellation of the “corporate contract” // Vestnik of Economic Justice of the Russian Federation. 2017;