CEU Electronic Theses and Dissertations, 2025
| Author | Orujov, Bahruz |
|---|---|
| Title | Regulation, Case Law and Use of Shareholders' Agreements in the United States, Lesson for Azerbaijan |
| Summary | Today Azerbaijan lacks specific regulations governing shareholders’ agreements. While the Civil Code (Dec. 28, 1999), serving as the primary legal framework for corporate matters, does contain certain provisions that may assist in the drafting and enforcement of such agreements, they are clearly insufficient, resulting in a regulatory gap. Moreover, the limited number of publications and studies in this area present challenges for attorneys who lack the knowledge to draft, implement, and enforce such agreements. Most importantly, however, they and the regulators may be unaware of the potential benefits these agreements can offer. This thesis examines the regulation, case law, and application of shareholders' agreements in the United States (U.S.) to identify elements that could be adapted for Azerbaijan. The U.S. has a strong business environment and a robust legal system, which provides valuable insights into how these agreements function. The findings may help Azerbaijani regulators and legal professionals better understand the use and enforcement challenges corollary of shareholders' agreements. To achieve these aims, this thesis starts with the exploration of the legal framework of Azerbaijan, focusing on the Azerbaijan Civil Code, to identify provisions applicable to shareholders’ agreements, while also investigating the existing gaps and loopholes that may pose challenges to their implementation and enforcement. Here, the central goal is to see whether introduction of prescriptive provisions with specific content may be advisable in Azerbaijan. To answer this query, the thesis examines the available statutory and case law applicable to shareholders’ agreements in the two competing models of the United States, the Model Business Corporation Act as implemented in a select number of States, and that of the State of Delaware and some of its followers as a benchmark in corporate matters. |
| Supervisor | Tajti Tibor |
| Department | Legal Studies LLM |
| Full text | https://www.etd.ceu.edu/2025/orujov_bahruz.pdf |
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