CORPORATE MERGERS AND ABSORPTIONS AS THE CAUSE OF THE CORPORATE CONFLICT’S ORIGIN.

Abstract

cause of corporate conflicts’ origin within joint-stock companies is made in the article.
The absence of a unique approach to the definition of the terms «merger» and «absorption» in
the legislation of Ukraine, Russia, Moldova and the EU countries, is one of the stumbling blocks
in the harmonization of European legal system.
The result of the research is the conclusion that the cause of a corporate conflict’s origin is
actions directed on a hostile merger (absorption) of the target company.
The technologies used while a hostile absorption can have both manifestly illegal character
and create the appearance of using legislative norms. While preparing a hostile absorption of a
joint-stock company, artificial creation of a corporate conflict is considered by interested parties
as one of the techniques. Its use allows to destabilize the business entity’s activity and further is
used for the absorption. The author believes that in the case of a hostile merger (absorption) the
object is a positive corporate control, and the subject is the legal merger and reorganization of
the initiator corporation, and the target corporation in the form of a merger or acquisition.