Значение на принципите за свобода на договарянето и забрана за злоупотреба с право при винкулираните акции, за чието прехвърляне се изисква съгласие на управителния орган на дружеството
The Significance of the Principles of Freedom of Contract and the Prohibition of Abuse of Rights in Relation to Restricted Shares Whose Transfer Requires the Approval of the Company’s Managing Body

Author(s): Iveta Viktorova
Subject(s): Law, Constitution, Jurisprudence, Commercial Law
Published by: Университет за национално и световно стопанство (УНСС)
Keywords: joint-stock companies; registered shares; transfer; bylaws; shareholders agreement; restrictions; freedom of contract; abuse of rights; approval; managing body
Summary/Abstract: In joint-stock companies, registered shares are generally freely transferable. However, the law allows the company’s bylaws to impose additional conditions on the transfer of registered shares. Shares whose transfer is subject to specific conditions outlined in the company’s bylaws are referred to as restricted shares. The introduction of such restrictions is often motivated by the shareholders’ desire to protect their partnership and prevent external parties from entering the company. Frequently, the inclusion of such clauses in the bylaws is also stipulated in a shareholders agreement. The report examines how the restrictions on share transfer interact with the principles of freedom of contract and the prohibition of abuse of rights, as well as the protection available to shareholders against an unjustified refusal by the company’s managing body to approve the transfer of shares when such approval is required by the bylaws.

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