ISSUES RELATED TO THE ACQUISITION OF OWNERSHIP TO THE «ABANDONED» UNDOCUMENTED SHARES OVER THE ISSUER

Abstract

In the article, the authors describe problematic issues that have existed for many years, in the resolution of which issuers of shares are directly interested. In an effort to put the registers of shareholders in order, reflecting the existing shareholders in them, issuers faced the problem of «abandoned» shares, identifying inactive shareholders for many years for various reasons, including the lack of legal successors of a deceased individual or the liquidation of a legal entity. included in the register of shareholders of the issuer. The authors identified problematic issues related to the acquisition by the issuer of ownership of ownerless shares, since, on the one hand, the legislation does not provide for a mechanism for excluding inactive “deceased” shareholders from the register (this problem is especially acute in closed joint-stock companies, given the limited number of shareholders), which affects the rights and interests of the issuers of shares, on the other hand, violation of the rights of shareholders in the case of illegal alienation of shares through abuse and unfair actions of third parties (including raider takeovers). The absence in modern civil legislation of a clear definition of the status of a non-documentary security, its legal nature in relation to controversial legal relations, regulating property and obligations related to the acquisition of ownership of «abandoned» shares for the issuer, gave rise to disputes among theorists, and also influenced the formation of various judicial practice when considering claims of issuers of shares for the recognition of ownership of ownerless book-entry securities. In the article, the authors, analyzing the current legislation, including civil and securities legislation, the emerging judicial practice, offer their position when considering disputes over claims of issuers about rights to «abandoned» uncertified shares by recognizing by the court the ownership of ownerless («abandoned» owners ) shares for the issuer for their further distribution.