The exercise of the corporate rights certified by the corporate shares (stocks) encumbered with the usufruct

Andrii Smitiukh
2020 Law Review of Kyiv University of Law  
The article presents the result of comparative legal studies of the distribution of the exercise of corporate rights certified by corporateshares (stocks) encumbered with the usufruct between a company's shareholder and a fructuary in the legislations of a numberof civil law legal system countries (namely Belgium, France, Germany, the Netherlands, Spain, Switzerland and Turkey). It is concludedthat the legislative approach varies significantly in this issue in different countries. The author
more » ... borates an optimal legislativemodel to be introduced into the domestic legislation of Ukraine for the distribution of the corporate rights (for dividends, for corporateproperty quotas, for acquisition of corporate shares issued by the company or alienated by other shareholders, for voting and other rightsconstituting jointly the right to participate in management of the company as well as a right to access the information about the activitiesof the company's activity) between the fructuary and a shareholder who owns the share encumbered with the usufruct on a dispositivebasis mainly. The dispositive nature of the rules elaborated by the author makes the usufruct multivariate as a result of the possibilityto change balance of distribution of the corporate rights certified by the shares encumbered with the usufruct between a shareholder anda fructuary by an agreement or by a will (testamentary renunication or legatum) within limits provided by law and company's charter.It allows to implement various models of usufruct: a «passive» one, which endows a fructuary with a dividend right only leaving theexercise of the rest of the corporate rights to the company's shareholder, an usufruct established in order to optimize tax relations on acorporate share and property management of minors or as a transfer of a corporate share to a minor heir and finally as a mean of managementof a corporate share (stock) on a paid basis. It was concluded also that all the cases the fructuary is obliged to do not makeobstacles for exercise of corporate rights by the shareholder.
doi:10.36695/2219-5521.2.2020.39 fatcat:emn6iye3e5djhfs4z3lzjophky