Investor Protection in the CIS: Legal Reform and Voluntary Harmonization Law in Eastern Europe A series published in cooperation with the Institute of East European Law and Russian Studies of Leiden University, the Universities of Trento and Graz and the European Academy of Bolzano General Editor William Simons No. 57 Investor Protection in the CIS: Legal Reform and Voluntary Harmonization Edited by Rilka Dragneva Leiden • Boston A C.I.P. record for this book is available from the Library of Congress. Printed on acid-free paper. ISSN 0075-823X ISBN-13: 978-90-04-15532-9 ISBN-10: 90-04-15532-5 © 2007 by Koninklijke Brill NV, Leiden, The Netherlands. Koninklijke Brill NV incorporates the imprints Brill, Hotei Publishers, '"! .Q>HEODANO +=NPEJQO ,EFDKɳ .Q>HEODANO
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[email protected] "NERA 1QEPA "=JRANO MA 01923, USA. Fees are subject to change. Printed and bound in The Netherlands. Contents Editor’s Foreword CIS Model Legislation and Its Contributions to Company-Law Reform and Harmonization Rilka Dragneva Legal Regulation of Shareholder Rights in the CIS Rilka Dragneva Cumulative Voting and the Protection of Minority Shareholders in the CIS Gregory F. Maassen and Rilka Dragneva vii 1 45 85 Protection of Investors’ Rights in Special Circumstances Davit Karapetyan 105 Protection of Shareholders through the Regulation of Securities Markets Hans-Joachim Schramm and Andrei Bushev 149 The Investment Climate in the Commonwealth of Independent States Joop de Kort 193 Appendices “Civil Code”, Part I (excerpts), Model Recommended Legislation of the Commonwealth of Independent States 209 “On Joint Stock Companies”, Model Recommended Legislation of the Commonwealth of Independent States 233 “On Audit”, Model Recommended Legislation of the Commonwealth of Independent States 249 “On Securities Markets”, Model Recommended Legislation of the Commonwealth of Independent States 257 “On Protection of Investor Rights in Securities Markets”, Model Legislative Provisions of the Commonwealth of Independent States 291 About the Authors 333 Index 337 Editor’s Foreword Building on the extensive interest in company law and corporate governance development in post-communist transformation, this volume examines the legal regime for protection of company investors in the Commonwealth of Independent States (CIS). We approach the subject in two principal ways. First, the discussion centers on the problems of domestic legal reform and the extent to which international legal