НЕОБХОДИМОТО ОТГРАНИЧЕНИЕ НА УГОВОРКАТА ЗА НЕПРЕХВЪРЛИМОСТ НА ВЗЕМАНЕ ОТ ВИНКУЛАЦИОННАТА КЛАУЗА ПО ЧЛ. 185, АЛ. 2, ИЗР. ВТОРО ОТ ТЪРГОВСКИЯ ЗАКОН
THE NECESSARY COMPARISON BETWEEN THE ANTI-ASSIGNMENT CLAUSE AND THE REGISTERED SHARES CLAUSE PURSUANT TO ART. 185, PARA. 1 OF THE BULGARIAN COMMERCE CODE

Summary/Abstract: The present research sheds light on the comparison between the contractual prohibition of assignment pursuant to art. 99 of the Law of Obligations and Contracts, and the vinculation clause under art. 185, para. 2, second sentence of the Commercial Code. Given that both arrangements are an embodiment of the “autonomy of will” principle in civil and commercial law, one can establish a high degree of hesitation throughout theorists on their legal consequences. The author has attempted to trace the development of legislative provisions regarding registered shares, followed by a critical analysis of relevant Bulgarian case law.

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