ARMENIA Law and Practice Contributed by: Hayk Hovhannisyan and Tachat Voskanyan, HAP
6.11 Irrevocable Commitments As discussed earlier, a shareholders’ agreement may include obligations such as the ones out - lined below. • Voting at the general meeting in the way specified in the agreement. • Co-ordinating the voting process with other shareholders. • Voting based on instructions from others. • Buying or selling shares at a set price or under certain conditions mentioned in the agreement. • Refraining from selling shares until certain conditions occur. • Taking joint actions related to the manage - ment, reorganisation, or liquidation of the company. In this regard, SAFE contracts are noteworthy. Under a SAFE contract, the investor agrees to invest a certain amount of money in the com - pany. In return, the company promises to issue and allocate shares to the investor in the future if the conditions outlined in the contract are met. The number, type, and class of shares are either specified in the contract or determined accord - ing to the contract’s procedure.
CB’s regulations. It cannot be published without the CB’s registration. After registration, the issuer or distributor must publish the prospectus as soon as possible but no later than three working days before the pub - lic offering of securities starts. The prospectus must be published electronically on the issuer’s or distributor’s website (including the payment collector’s website). The CB must also publish the registered prospectus on its official website within 12 months from the registration date. Immediately after publishing the prospectus, but not later than the first working day follow - ing its publication, the distributor is obliged to publish an announcement about the public offer in the manner and content established by the CB’s normative legal acts, except in cases where according to the law, publication of a prospectus is not required. Anyone who directly or indirectly acquires 5%, 10%, 20%, 50%, or 75% or more of the voting rights in a company’s charter capital (either per - sonally or through affiliated persons) must imme - diately notify the issuer and the CB within four working days in the form and manner set by the CB. The same rule applies if a person’s voting rights decrease below any of these thresholds. 7.2 Type of Disclosure Required According to the RA legislation, making a public offer of securities without publishing a prospec - tus that meets the requirements of the Law “On Securities Market” is prohibited. 7.3 Producing Financial Statements The accuracy and completeness of the informa - tion reflected in the financial statements included in the prospectus is certified by an independent auditor’s opinion. Investment companies must
7. Disclosure 7.1 Making a Bid Public
The prospectus must include detailed informa - tion about the issuer and the offered securities. This information should be enough for inves - tors to evaluate the issuer’s and any guaran - tor’s assets and liabilities, financial condition, income and expenses, business prospects, risks, and the rights attached to the securities. The prospectus must be prepared and published according to procedure set by the law and the
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