One of methods of providing of proof existence of economic entities, in particular commercial companies, possibilities to be competitive at the corresponding market of producing goods, implementation of works, realization of services there is optimization of their organizational structure. To attain such result maybe by means of application of reorganizational procedures in one of forms, in particular forms of business enlargement (merger, acquisition). One of grounds of emergence of reorganizational legal relationship between commercial companies are relevant contractual constructions – reorganization agreements (merger/acquisition agreements). In a legislation nevertheless the such types of agreements are well-regulated fragmentary at legislative level in the special Laws of Ukraine: “About joint-stock companies”, “About limited liability and additional liability companies”, “About banks and bank activity”) and at subsidiary legislative level – Order of realization of emission and registration of issue of equities of joint-stock companies, that is created by merger, division, split-off, transformation, acquisition. Nature of agreement reorganizational legal relationship concerning merger and acquisition of commercial companies confesses in a legal doctrine. However, branch belonging, and nature of merger/acquisition agreements is determined by scientists differently.

The purpose of the article is a ground of positions of theoretical and methodological principles of development of such legal constructions as reorganization agreements at merger/acquisition of commercial companies, that belong to the association of capitals, determine of its legal nature and establishment of branch belonging.

A current legislation, that regulates agreement relations of merger and acquisition during entering into corresponding agreements between commercial companies, that behave to the association of capitals, is analyzed in the article. Different approaches in relation to legal nature and branch belonging of merger/acquisition agreements of commercial companies by dissociation from adjacent agreements on the aim and contentof contracts, such as: join venture agreements (partnership agreements), company creation agreements, constituent agreements are investigated.

The analysis of legislation of foreign countries (EU, Germany, USA, Great Britain) is conducted in relation to the questions of maintenance, order of entering into merger/ acquisition agreements of commercial companies.

Reasonably, that such legal constructions as reorganization agreements at merger/ acquisition of commercial companies, that belong to the association of capitals (agreements about merger/acquisition of joint-stock companies, agreements about termination of companies) the inherent are certain, characterizing signs that distinguish these types of agreements from other adjacent agreements , such as: join venture agreements (partnership agreements), company creation agreements, constituent agreements and allow to attribute them to economic and legal agreements.

 It is well-proven that as characterizing signs of merger/acquisition agreements of commercial companies come forward : the special subject structure is commercial companies; an aim is the co-ordination of actions of subjects, sent to providing of realization of reorganization by merger/acquisition of commercial companies; complex (two generic) object: (a) concerted actions of parties (commercial companies), realizations of complex of reorganizational measures sent to providing, in relation to assignation from legal predecessors to the legal successor with the aim of strengthening of existent position to the subject at the market and (b) single (property) complex; limitation of contractual freedom by legal norms; character of agreement is organizationally-managerial.

It is set that decision of characterizing signs of reorganization agreements at merger/ acquisition of commercial companies (agreements about merger/acquisition of join-stock companies; agreements about termination of companies) will allow to put in order the legal adjusting of processes of reorganization; will assist distinction of these contracts and reflection of general signs with other contacts of general-purpose type, specification of behavior of commercial companies and will serve as the guarantee of protection of legal rights and interests of participants (shareholders), creditors and exactly commercial companies.

Bibliography

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Theses

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