CORPORATE AGREEMENTS AND INVESTOR PROTECTION: COMPARING UZBEKISTAN’S 2025 REFORM WITH US AND EU EXPERIENCE
Keywords:
Corporate agreements; shareholder rights; investor protection; Uzbekistan corporate law; Anglo-Saxon law; Romano-Germanic law; limited liability company; comparative corporate law; Law No. 1025 of 2025.Abstract
The ability of shareholders to customize their rights and obligations through private agreements is a defining feature of mature corporate law systems. For decades, Uzbekistan lacked a clear statutory basis for such arrangements, leaving investors operating under legal uncertainty that complicated joint ventures, private equity transactions, and foreign investment structuring. The February 2025 enactment of the Law of the Republic of Uzbekistan No. 1025, introducing corporate agreements into the Civil Code through the new Article 358-1, represents the most significant development in Uzbek corporate law in recent years. This article examines that reform through a comparative lens, setting Uzbekistan's new framework against the Anglo-Saxon approach exemplified by Delaware corporate law and the Romano-Germanic framework represented by German company law and the EU Shareholder Rights Directive. The analysis demonstrates that Uzbekistan's reform draws selectively from both traditions, creating a hybrid that offers meaningful new protections while leaving important questions about enforceability and minority investor protection unresolved. Reform implications are identified for legislators, practitioners, and foreign investors.
