Peculiarities of applying the asset-based method for share valuation in buyouts following shareholders’ voting at general meetings

Анотація

The paper examines the application of the asset-based valuation method for shares in mandatory buyouts following shareholder voting at general meetings. Ukrainian law guarantees minority shareholders the right to demand a buyout of their shares if they disagree with the general meeting’s decisions, ensuring their exit rights from a joint-stock company and protecting them from potential abuses by majority owners. Analysis of the Supreme Court practice, including decisions of 17.02.2021 (No. 905/1926/18), 15.06.2022 (No. 905/671/19), 28.11.2023 (No. 922/1307/22), 17.06.2025 (No. 924/684/24), and 29.04.2026 (No. 910/2163/24), confirms the priority of the asset-based method for determining the fair market value of shares. Courts emphasize that one share within the 100% share package of the company is evaluated, National Standard No. 3 and the Methodology of Comprehensive Expert Studies are applied, and control discounts are not used. For financial institutions, banks, and collective investment institutions, the minimum value of shares is determined by net asset value, i.e., the difference between all assets and liabilities, with possible consideration of potential income generated by assets. This approach ensures protection of minority shareholders’ rights, prevents undervaluation of the buyout price below the issuer’s real asset value, and supports economically efficient use of property. The findings of the study can be applied in corporate dispute practice and in preparing court claims regarding mandatory share buyouts, particularly to justify the fair market value of shares being bought out.

Класифікація

Ідентифікатори

Схожі роботи