Option agreements for the acquisition of shares/stock in a business entity

The subject of the research is the legal constructs of options for entering into a contract (Article 429.2 of the Civil Code of the Russian Federation) and option contracts (Article 429.3 of the Civil Code of the Russian Federation) in the context of their application in transactions involving shares in the authorized capital of limited liability companies and shares of joint-stock companies. The author examines in detail aspects of the topic such as the legal nature of each option construct, their differentiation from one another and from preliminary agreements, issues of notarial certification of options on shares in LLCs, questions regarding the relationship of option mechanisms with the preemptive right of purchase, as well as the specifics of using call and put options in corporate contracts and mergers and acquisitions transactions. Particular attention is paid to the analysis of the emerging judicial practice of arbitration courts during the period from 2018 to 2025, concerning the definiteness of the subject of the option, the enforcement of option obligations, and the contestation of transactions made in violation of option agreements. The methodological basis of the research consists of formal-legal, comparative legal methods, as well as the method of systematic analysis of case law of arbitration courts and clarifications from the Supreme Court of the Russian Federation. The main conclusions of the conducted research are as follows: the dualism of option constructs in Russian law creates legal uncertainty, which is exacerbated by the absence of uniform judicial practice and specialized clarifications from higher judicial instances. A special contribution of the author to the study of the topic is the systematization and critical analysis of judicial decisions from 2022 to 2025, demonstrating the formation of a trend towards expanding the protection of option holders. The novelty of the study lies in the justification of specific proposals for improving legislation: the necessity of including information about options on shares in the Unified State Register of Legal Entities to ensure public reliability, the unification of the notarial certification procedure for both option models, as well as the establishment of a legal regime for reverse options, which are in demand in the context of the restructuring of foreign companies' businesses.