Lietuvos, kaip ir kitų Europos valstybių, teisės aktai numato bendrovės visuotinio akcininkų susirinkimo sprendimų teisėtumo užtikrinimo priemonę – tokių sprendimų pripažinimo negaliojančiais institutą. Civiliniame kodekse išvardijami teisiniai šio instituto taikymo pagrindai. Kita vertus, visuotinio akcininkų susirinkimo sprendimų pripažinimo negaliojančiais pagrindų sistemos skirtingose valstybėse skiriasi. Šiame straipsnyje siekiama pateikti bendrą įstatymo numatytų bendrovės visuotinio akcininkų susirinkimo sprendimų pripažinimo negaliojančiais pagrindų Lietuvos teisėje apžvalgą, minėtų pagrindų sistemą lyginant su užsienio valstybių teisiniu reglamentavimu.

The form and registration requirements applicable for transfer of close company shares differ in various countries. Discussions on separate related aspects take place in the international business transfer theory and practice. The Lithuanian legal regulation of the said requirements is continually improved, taking into account the experience of other countries and business practice needs. Based on the analysis of the European Union, the Lithuanian and foreign legislation, case law and doctrine, this article is designed for the examination of effectiveness and (...) adequacy of current requirements for the form of share sales transactions as well as expedience of fixing the model of public registration of data about shareholders of a close company. (shrink)

The object of this study is the legal framework for the sale or purchase of company shares when the goal of the transaction is the sale of a business. The impact of such transactions on Lithuanian economic development underlines the importance of this study. The recent wave of mergers and acquisitions in Lithuania is likely to substantially increase the number of related legal disputes as well. Legislation on the purchase and sale of company shares and the resulting transfer of business (...) has been enacted in Lithuania only recently. The regulation of such cases remains rather unclear, few cases have been brought to court, and the topic has been barely addressed by legal scholarship in Lithuania to date. It is unclear whether the fact that the real purpose of the transaction is not a simple reassignment of company shares, but business transfer, results in any differences in the interpretation and application of the law. An especially delicate question, raised in Lithuania and other European countries, is whether the buyer may submit a warranty claim to the seller regarding the business acquired. (shrink)

The validity (probability) of non-competition covenants which are typical for business transfer transactions is one of those issues on which discussions go in the international business transfer theory and practice. On one hand, such covenants help ensure the business interests of the buyer, on the other hand, by their nature, they can mean a restriction of competition, which is prohibited by law. This article, based on the analysis of the European Union, the Lithuanian and foreign legislation, case-law and doctrine, is (...) designed for a disclosure of the concept of non-competition covenants, which are concluded by the parties in the context of a business transfer as well as for the identification of the conditions of the validity (admissibility) of those covenants. (shrink)

Predatory pricing is one of the forms of the abuse of a dominant position. Judicial institutions of the European Union and Commission during analysis of predatory pricing devote main attention to the relationship between costs and prices of the dominant undertaking. Moreover, attention is paid also to various cost benchmarks: average variable costs, average avoidable costs, average total costs and long run average incremental costs. European judicial institutions should pay less attention to the costs of a dominant undertaking than to (...) evaluation of the effect of the actions of a dominant undertaking to consumers and competition in the market. Moreover, proposition of the Commission to use average avoidable costs in predation cases does not correspond to the practice of the Court of Justice and the General Court. The Commission should stipulate more clearly how average avoidable costs and long-run average incremental costs should be calculated in order to increase legal certainty of the undertakings. Establishment of prices higher than average total costs by the dominant undertaking should not be recognized as predatory pricing. (shrink)