RESOLUTION OF THE PLENUM OF THE SUPREME ECONOMIC COURT OF THE REPUBLIC OF UZBEKISTAN

of November 27, 2015 No. 290

About some questions of recognition invalid transactions (decisions) of joint-stock and other economic companies, committed (accepted) by them with violation of established procedure of disclosure of information on them

For the purpose of ensuring the correct and uniform application by courts of regulations of the legislation in case of the dispute resolution about recognitions invalid transactions (decisions) of joint-stock and other economic companies, committed (accepted) by them with violation of established procedure of disclosure of information on them, the Plenum of the Supreme Economic Court of the Republic of Uzbekistan, being guided by article 47 of the Law of the Republic of Uzbekistan "About courts" DECIDES:

1. In case of the dispute resolution about recognition invalid transactions (decisions) of joint-stock and other economic companies, committed (accepted) by them with violation of established procedure of disclosure of information on them, courts need to mean that requirements about disclosure of information are provided:

Civil code of the Republic of Uzbekistan;

the laws of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights", "About financial accounting", "About societies with the limited and accessorial liability" and "About the security market";

Regulations on requirements to the corporate websites of joint-stock companies approved by the resolution of the Cabinet of Ministers of the Republic of Uzbekistan of July 2, 2014 No. 176;

The rules of provision and the publication of information in the security market registered by the Ministry of Justice of the Republic of Uzbekistan on July 31, 2012 No. 2383.

Courts need to consider what in this resolution is explained about application by courts of the regulations of the legislation providing requirements about disclosure of information in case of contest of decisions, transactions of joint-stock and other economic companies - issuers of securities.

2. Disclosure of information is understood as ensuring availability of information in the security market to interested persons irrespective of the purposes of receipt of this information in the forms guaranteeing its stay and obtaining.

Draw the attention of courts that according to part two of article 43 of the Law of the Republic of Uzbekistan "About the security market" in cases, stipulated by the legislation, authorized state body on regulation of the security market, members of the security market, including microfirm and small enterprises open information in the way:

publications of information in mass media;

submissions of reports, data and other information.

3. According to part one of article 44 of the Law of the Republic of Uzbekistan "About the security market" the issuer (except for the issuer of government securities) securities, opens information:

in the prospectus of the issue of securities;

in quarterly and annual reports of the issuer;

in messages on essential facts in activities of the issuer.

At the same time the issuer is understood as other legal entity issuing issued securities and incurring obligations on them to their owners.

4. Requirements to contents of the prospectus of the issue of securities, quarterly and annual reports of the issuer, and also the list of essential facts in activities of the issuer are provided in article 44 of the Law of the Republic of Uzbekistan "About the security market".

Additional requirements to contents of quarterly and annual statements of the issuer, essential facts in activities of the issuer, and also the moment of approach of essential facts are established by Rules of representation and the publication of information in the security market.

Draw the attention of courts that the list of the data which are subject to disclosure provided in the above-stated article of the Law of the Republic of Uzbekistan "About the security market" is not exhaustive as the issuer can open also other information according to the legislation.

4.1. According to the Law of the Republic of Uzbekistan "About joint-stock companies and protection of shareholder rights":

no later than thirty days from decision date about reduction of authorized fund (authorized capital), society in writing notifies on it the creditors (Article 20);

society shall within ten days from the date of the state registration of share issue or issued securities converted into shares by means of the publication in mass media, to offer the shareholders having the privilege, to acquire the shares or issued securities converted into shares, on equal terms in proportion to the number of the shares which are available for them at the price of placement established by the governing body of society which made the decision on issue of securities (Article part one 36);

not later than ten days prior to the beginning of the term during which share acquisition is performed society shall by means of the publication in mass media and placements on the official website to notify shareholders - shareholders of certain types on acquisition of shares by society (Article part seven 37);

society shall inform shareholders on availability of the right to require the redemption from them society of the stocks owned by them, the price and procedure of the redemption (Article part one 41);

society shall inform in writing the Central depositary on persons having right to sign on orders about forming of the shareholder register of society (Article part two 44);

society publishes data on the size of the paid dividends on official websites of authorized state body on regulation of the security market and society in the terms established by the legislation (Article 55);

the message on holding general shareholder meeting is published on the Single portal of corporate information, on the official website of society and in mass media, and also goes to shareholders by e-mail not later than twenty one days, but not earlier than before thirty days before date of general shareholder meeting (Article part one 62);

no later than thirty days from decision date about reorganization society in writing notifies on it the creditors (Article part six 92);

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