Squeeze out
Encyclopedia
Squeeze out is a term referring to the compulsory acquisition of the stakes of a small group of shareholders from a joint stock company
by means of cash compensation.
'Wertpapiererwerbs- und Übernahmegesetz, WpÜG).
An alternative procedure is governed by§§ 327a - 327f of the German Stock Corporation Act (ger. Aktiengesetz, AktG), valid since January 1.st 2002
For the first time in German history, this law provided a mandatory legal framework for takeovers, replacing the former voluntary takeover code (ger. Übernahmekodex). Although it has been asserted that the law does not break the German constitution it has courted the resentment of many small investors who consider it to be the legalization of expropriation.
Conditions required
The criteria for a squeeze-out are set out in § 327a AktG. The exclusion of minority shareholders of the company requires: a corporation or a partnership limited by shares (KGaA) as affected society (1), a major shareholder as defined § 327a AktG (2), a "request" from him, the company's shareholders may decide to transfer the shares of minority shareholders on him (3). This decision
must be taken at a meeting in this regard (4) and provide a reasonable cash compensation for minority shareholders (5).
Decision
The decision to enforce a squeeze out must be made by holding a vote at the general meeting; as the major party already commands the vast majority of all votes, this usually is a mere formality. The compensation value is determined by the company's economical situation at the date of the general meeting, the minimum compensation being the share's average stock exchange price during the past three months.
Objection
Expelled shareholders can appeal against the squeeze out according to § 243 AktG. Also, according to this section, some reasons, such as inadequate compensation, are not sufficient to inhibit the squeeze out. Even while the rescission proceedings are still running the main shareholder has the right to register in the Commercial Registry if he meets the preconditions defined in §§ 327e sec. 2, § 319 Abs. 5, 6 AktG; by doing so an approval process is initiated and all shares held by minor shareholders devolve to him.
is the relevant "squeeze out" provision. It gives a takeover bidder who has already acquired 90% of a company's shares the right to compulsorily buy out the remaining shareholders. Conversely section 983 (the "sell out" provision) allows minority shareholders to insist their stakes are bought out. (see Companies Act 2006)
Joint stock company
A joint-stock company is a type of corporation or partnership involving two or more individuals that own shares of stock in the company...
by means of cash compensation.
Germany
In Germany, a pool of shareholders owning at least 95% of a company's shares has the right to "squeeze out" the remaining minority of shareholders by paying them an adequate compensation. This procedure is based on the Securities Acquisition and Takeover Act (ger.German language
German is a West Germanic language, related to and classified alongside English and Dutch. With an estimated 90 – 98 million native speakers, German is one of the world's major languages and is the most widely-spoken first language in the European Union....
'Wertpapiererwerbs- und Übernahmegesetz, WpÜG).
An alternative procedure is governed by§§ 327a - 327f of the German Stock Corporation Act (ger. Aktiengesetz, AktG), valid since January 1.st 2002
For the first time in German history, this law provided a mandatory legal framework for takeovers, replacing the former voluntary takeover code (ger. Übernahmekodex). Although it has been asserted that the law does not break the German constitution it has courted the resentment of many small investors who consider it to be the legalization of expropriation.
Conditions required
The criteria for a squeeze-out are set out in § 327a AktG. The exclusion of minority shareholders of the company requires: a corporation or a partnership limited by shares (KGaA) as affected society (1), a major shareholder as defined § 327a AktG (2), a "request" from him, the company's shareholders may decide to transfer the shares of minority shareholders on him (3). This decision
must be taken at a meeting in this regard (4) and provide a reasonable cash compensation for minority shareholders (5).
Decision
The decision to enforce a squeeze out must be made by holding a vote at the general meeting; as the major party already commands the vast majority of all votes, this usually is a mere formality. The compensation value is determined by the company's economical situation at the date of the general meeting, the minimum compensation being the share's average stock exchange price during the past three months.
Objection
Expelled shareholders can appeal against the squeeze out according to § 243 AktG. Also, according to this section, some reasons, such as inadequate compensation, are not sufficient to inhibit the squeeze out. Even while the rescission proceedings are still running the main shareholder has the right to register in the Commercial Registry if he meets the preconditions defined in §§ 327e sec. 2, § 319 Abs. 5, 6 AktG; by doing so an approval process is initiated and all shares held by minor shareholders devolve to him.
United Kingdom
Under UK law, section 979 of the Companies Act 2006Companies Act 2006
The Companies Act 2006 is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. It had the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing 16 schedules but it has since...
is the relevant "squeeze out" provision. It gives a takeover bidder who has already acquired 90% of a company's shares the right to compulsorily buy out the remaining shareholders. Conversely section 983 (the "sell out" provision) allows minority shareholders to insist their stakes are bought out. (see Companies Act 2006)