Private equity transactions - a corporate law perspective

The object of thesis’ research is the problem aspects of entering into and performance of private equity transactions governed by Lithuanian law. The legal aspects of private equity transactions are researched in the thesis for the first time in Lithuania. By employing synthesis, systemic method, the method of legislative intention and other research methods, the problems of private equity transactions are examined both from the point of view of legal science and management science, including analysis of the economic logic of behaviour of stakeholders and participants of private equity transactions. The private equity transaction is analysed as a tool to solve the conflicts of interests among stakeholders as the fundamental problem of corporate law. The main findings of the research are as follows: complete abolition of the applicability of financial assistance rules to private companies should be considered; all equity-based compensation should be, as a general rule, taxed as capital gains; significant additional regulation of measures of control over the share ownership structure is not necessary, however, the case law should recognize the standstill period and absolute non-applicability of the right of first refusal to acquire shares in transfer as agreed by shareholders; participants of a forced share sale procedure and parties to a call option should be precluded from abusing their rights; a more active approach by the court bailiff is suggested to address the problem of non-application of the right of first refusal in enforcement of court rulings with regard to auctioned shares