ARMENIA Law and Practice Contributed by: Varoujan Avedikian, Tamara Martirosyan, Sofya Sargsyan and Larisa Gevorgyan, Andersen Legal
Shareholders of a joint-stock company are also enti - tled to: • challenge unlawful resolutions of corporate bodies before the court; • in the event of a squeeze-out, contest in court the price determined for their shares; and • sell their shares to the majority shareholders. 4.3 Disclosure and Reporting Obligations UBO Disclosure All companies are required to disclose their ultimate beneficial owners (UBOs) annually. The UBO register is public. Significant Participation Prior to the acquisition or alienation of a stake in a financial institution amounting to 10%, 20%, 50% or 75% of its charter capital (or whenever an existing stake reaches either of those thresholds), the pre- approval of the CBA should be sought. There are no particular disclosure/reporting require - ments for FDI. Please refer to 6. Antitrust/Competi- tion for antitrust disclosure requirements. Although Armenian laws provide comprehensive regu - lation for both equity and debt financing, debt financ - ing continues to dominate the market. Within this seg - ment, bank lending has traditionally been favoured over capital market offerings. This trend largely stems from the small market size and the stronger capacities of commercial banks. However, some initiatives, including the acquisition of the AMX by the Warsaw Stock Exchange, its planned integration with European market infrastructures and the introduction of tax incentives for investors in listed securities, have been introduced to strengthen and expand capital markets. 5.2 Securities Regulation The main law regulating the Armenian securities mar - ket is the Law on Securities Market, which covers 5. Capital Markets 5.1 Capital Markets Overview
relations arising in connection with activities on the securities market, including the public offering and trading of securities, provision of investment services (including the licensing of brokers, dealers, advisers and asset managers), clearing/custody/settlement systems and the regulation/supervision functions of the CBA. The following applies under the Law on Securities Market. • Issuers of securities admitted to trading or offered publicly (to more than 100 retail investors or an indefinite number of investors) have obligations in relation to the disclosure, publishing and registra - tion of prospectuses, and ensuring equal treatment of investors. The Law sets out requirements for admission (“listing”) of securities to trading on a regulated market: issuers must produce a pro - spectus or trade prospectus; disclosures must be made. Conditions for suspension or termination of trading are also specified. • Market rules must cover trading procedures, admission/suspension/termination of trading, submission of information, participant rights and obligations, ethics, etc. These requirements are further elaborated in the AMX Rules. • The operator (AMX) must also provide public access to trading information (prices, volumes, transactions) and ensure equal access to informa - tion among participants. • The Law prohibits market abuse, including insider dealing and price manipulation. • A foreign investor would not be subject to disclo - sure requirements as a result of FDI in Armenia. 5.3 Investment Funds A foreign investor operating as an investment fund is not subject to any additional regulatory scrutiny. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview Armenia maintains a merger control regime through the concept of “declaration of concentration” under
18 CHAMBERS.COM
Powered by FlippingBook