Award proceedings
The award procedure is a procedure in German company law .
In this procedure, minority shareholders can have the amount of compensation and severance payments in the event of structural measures such as the conversion of companies or the exclusion of minority shareholders checked by means of the so-called squeeze-out in court . The purpose of introducing the award procedure is to avoid a delay in the implementation of structural measures under company law due to a dispute about the amount of compensation by decoupling the dispute about the amount of compensation from the question of the effectiveness of the structural measure. A special feature of the procedure is that the court decision on the rejection or on the determination of an appropriate compensation pursuant to Section 13 sentence 2 of the Spruchververfahrengesetz (SpruchG) acts for and against all shareholders affected by the structural measure. This also applies to those shareholders who have already resigned from the legal entity concerned in exchange for the originally offered or other compensation. This third-party effect is an exception to the principle of substantive legal force , according to which a court decision only develops legal force between the parties involved in the proceedings.
The rules for the procedure, which until then had been scattered in the Reorganization Act and in the Stock Corporation Act , were unified by the Appraisal Procedure Reform Act and summarized in the Appraisal Procedure Act. The law came into force on September 1, 2003. Before the Arbitration Procedure Act came into force, the term "Arbitration Procedure" was used for the procedure according to Sections 305 et seq. Of the Transformation Act, while the term "Arbitration Procedure" was used with regard to the procedure under Section 306 of the Stock Corporation Act.
literature
- Michael Fritzsche, Peter Dreier, Ludger C. Verfürth: SpruchG: Commentary on the award procedure law. Erich Schmidt Verlag, Berlin 2004, ISBN 3-503-07837-1 .
- Bodo Riegger, Dirk Wasmann: Cologne Commentary on the Law on Proceedings . Carl Heymanns Verlag, Cologne / Berlin / Munich 2005, ISBN 3-452-25993-5 .
- Stefan Simon (Hrsg.): Law on judicial proceedings. Law on the corporate law award procedure . CH Beck, Munich 2007, ISBN 978-3-406-55255-7 .
- Martin Weimann: Judgment proceedings after squeeze-out . Walter de Gruyter, Berlin 2015, ISBN 978-3-11-040250-6 .
