Squeeze out
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.[1]
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[edit] 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.[2] This procedure is based on the Securities Acquisition and Takeover Act (ger.'Wertpapiererwerbs- und Übernahmegesetz, WpÜG). An alternative procedure is governed by§§ 327a - 327f of the German Stock Corporation Act[3] (ger. Aktiengesetz, AktG), valid since January 1.st 2002[4]
For the first time in German history, this law provided a mandatory legal framework for takeovers, replacing the former voluntary takeover code (ger. Übernahmekodex).[5] 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.[5]
- Objection
Expelled shareholders can appeal against the squeeze out according to § 243 AktG.[6] 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; [7] by doing so an approval process is initiated and all shares held by minor shareholders devolve to him.
[edit] United Kingdom
Under UK law, section 979 of the Companies Act 2006 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)
[edit] United States
In the U.S. squeeze-outs (more commonly known as freeze-outs) are governed by State laws. E.g. 8 Delaware Code § 253 permits a parent corporation owning at least 90% of the stock of a subsidiary to merge with that subsidiary, and to pay off in cash the minority shareholders. The consent of the minority shareholders is not required. They are merely entitled to receive fair value for their shares.
[edit] See also
[edit] Notes
- ^ RWE Stock Market Dictionary, cue "Squeeze Out". Visited on 05/09/2006
- ^ Joanna WARCHOL, Squeeze-out in Deutschland, Polen und dem übrigen Europa, Heidelberg 2007; http://www.nomos-shop.de/productview.aspx?product=9708
- ^ Bundesministerium der Justiz - Aktiengesetz §§ 327a - 327f. Visited on 05/09/2006 (ger.)
- ^ Deutsche Bank |Squeeze Out. Visited on 05/09/2006
- ^ a b Investment Banking Briefing: Developments in German Takeovers and Squeeze-Outs. April 2002
- ^ Bundesministerium der Justiz - Aktiengesetz § 243. Visited on 09/05/2006 (ger.)
- ^ Bundesministerium der Justiz - Aktiengesetz § 319. Visited on 05/09/2006 (ger.)
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