Special Legal Instruments for Placement of Shares in the Course of a Joint Stock Company Reorganization: «Stock Conversion Procedure»

Glushetskiy, Andrey and Minasyan, Vigen (2013): Special Legal Instruments for Placement of Shares in the Course of a Joint Stock Company Reorganization: «Stock Conversion Procedure». Published in: International Journal of Advanced Multidisciplinary Research and Review , Vol. 1, No. 1 (2013): pp. 2-21.

Abstract

We have analyzed the content and described the procedure of a special legal instrument used in course of issuable securities placement within the framework of reorganization, i.e. stocks conversion procedure. We have considered its influence on the equity capital structure of legal successors. We found out that stocks conversion procedure is a sequence of actions aimed at the determination of securities’ quantity to be issued to every shareholder in place of cancelled stocks of the legal predecessor using a specific stocks conversion ratio. Differences in the stocks conversion procedure are related to stocks conversion, as to whether every share shall be converted separately, or just a certain set of shares which shall be subject to conversion. We have described three types of candidate procedures aimed at determination of securities quantity to be placed to a shareholder while using the stocks conversion method. We formulated mathematical model for every algorithm. We analyzed the stocks conversion procedure under conditions of cross-shareholding by shareholders of a company under reorganization. The proposed method enables us to determine the real participation interest under the actual control of certain shareholders in the context of their indirect participation in equity capitals by virtue of other legal bodies. Nowadays, it is a very pressing problem to reveal the real dependence and affiliation of the participants in the economic turnover.

• Item Type: MPRA Paper
• Language: English
• Keywords: stocks conversion, stocks conversion ratios, stocks conversion procedure, options of stocks conversion procedure, direct and indirect participation in the equity capital.
• Subjects: G - Financial Economics > G1 - General Financial Markets > G11 - Portfolio Choice ; Investment Decisions

References

Gabov A.V. (2008) ‘Options of share placement during reorganization’, Lex Mercatoria 4: 25-36.

Gabov A.A., Smirnova P.V., Sorokin P.Y. (2007) ‘On some issues related to legal regulation of joint stock Companies reorganization’, Lex Mercatoria 1: 56-75.

Gabov A., Fedorchyk D. (2003) ‘Reorganization of joint stock companies’, Shareholder’s Journal 3: 95-122.

Gluschetskiy А.А. (2011) ‘Means of equity stocks placement: economic nature, purpose of use, legal form’, Management and Business Administration 4: 89-118.

Gurkov I.B. (2006) Corporation: Strategy and Structure , Мoscow: Delo.

Zhdanov D.V. (2002) Reorganization of joint stock companies in the Russian Federation, Мoscow: Lex-Kniga.

Karlin А.А. (2003) ‘Reorganization of joint stock companу: concept and specifics’, Economy and Law 7: 45-66.

Korovayko А.V. (2001) Reorganization of business companies. Theory and laws. Practice. Tutorial, Мoscow: Norma-Infra-М.

Lomakin D.V. (2004) ‘Foundation and reorganization agreements for legal bodies’, Legislation 2: 131-148.

Lomakin D.V. (2000) ‘On some stocks placement –related issues during reorganization of joint stock companies’, Legislation 4: 106-121.

Molotnikov А. (2006) M&As. Experience in Russia, Мoscow: Vershina.

Pavlova Е.О. (2011) ‘On some problem reorganization-related issues for Open Joint Stock Companies’, Joint stock company: issues of corporate management 10: 56-78.

Pashkina Y.К. (2011) ‘Issue of equity stock companies subject to placement by stocks conversion’, Joint stock company: corporate management issues 7: 24-42.

Sinenko А.Y. (2002) Issue of corporate equity stocks: legal regulation, theory, practice, Мoscow: Statute.