Squeeze out

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With a squeeze-out (Engl. Squeezing out ) is a legal procedure to a forcible exclusion of minority shareholders of a company by the majority shareholders. Depending on the legal system in question, there are different forms of squeeze-out that can be carried out under different conditions and in different situations.

Squeeze-out in Germany

German company law knows three types of squeeze-out. The squeeze-out under stock corporation law was introduced in Germany by Sections 327a - 327f AktG on January 1, 2002. The Takeover Directive Implementation Act has also been in force since July 14, 2006. This law introduced, among other things, Sections 39a to 39c WpÜG, the squeeze-out under takeover law. Another form has existed since July 15, 2011, namely the so-called merger law squeeze-out . Finally, the Financial Market Stabilization Acceleration Act regulates a special form of squeeze-out that only the Financial Market Stabilization Fund can carry out, which has only happened once so far. As of December 31, 2013, a total of 462 squeeze-outs under stock corporation or merger law had been carried out in Germany.

The squeeze-out under stock corporation law

Major Shareholder Law

If a shareholder holds at least 95% of the share capital of a stock corporation (or a partnership limited by shares ) directly or through companies that are dependent on him , he generally has the right to call the remaining shareholders (including free or minority shareholders ) at any time, especially during the liquidation of the AG called) against payment of an appropriate severance payment (but not during the squeeze-out under takeover law) and thus to execute an IPO . The main shareholder does not need a specific reason, the possible reasons were rather the reason for the statutory regulation. Above all, it is worth mentioning the reduction in administrative costs and frictional losses due to legal challenges from minority shareholders. It should be noted, however, that a squeeze-out does not always protect against legal actions that have already been filed. The Federal Court of Justice has now clarified this in its judgment of December 22, 2006 with the annulment of a judgment by the Higher Regional Court of Koblenz .

The advantage over the majority integration , which is also possible with the AG , is that the minority shareholders do not receive shares in the main shareholder, but receive cash compensation. The further alternative of the transferring dissolution is possibly very lengthy because of the unrestricted risk of contestation .

The main shareholder can be any German or foreign natural or legal person. A BGB external company can also be considered. However, this must itself be the owner of the majority of the shares. A mere decision-making company is out of the question, as it cannot be the main shareholder due to a lack of shares. The establishment of an oHG in accordance with Section 105 (2) HGB is worth considering . Because the registered and thus checked by the registry court has the appearance of durability for itself, which - as will be shown - is of considerable importance.

For the calculation of the majority of 95%, the attribution according to Section 16 (2) and (4) AktG can be used. The case is problematic if the main shareholder only holds this position through attribution, i.e. does not hold any shares himself. In contrast to the squeeze-out under takeover law, a majority of the votes is not important, the mere participation in the share capital is sufficient. The necessary majority can, if necessary, be achieved through capital increases with the exclusion of subscription rights . The company's own shares are to be deducted. Mere options or convertible bonds are also not considered. Authorized capital or conditional capital increases only come into effect after an effective increase and registration. The case constellation can be problematic in which subscription rights are exercised between the calling of the general meeting and the resolution , with the result that the 95% majority no longer exists at the relevant time of the general meeting.

In its judgment of March 16, 2009, the Federal Court of Justice ruled that the procurement of the capital majority of 95% necessary for a squeeze-out through a securities loan i. S. d. § 607 BGB does not constitute an abuse of law and therefore does not lead to the nullity or contestability of the transfer resolution. It is not a void or contestable resolution even if the borrower does not intend to sell the shares made available to him or if the lender is legally entitled to property rights (dividends, subscription rights) from the "loaned" shares.

severance pay

The law only provides for cash compensation. The granting of shares of the main shareholder can therefore not be demanded. The amount of the cash compensation must be based on the economic situation of the company at the time of the resolution by the general meeting. For constitutional reasons ( guarantee of ownership , Article 14, Paragraph 1 of the Basic Law ), the loss of the minority shareholders must be fully compensated. This is the only way to ensure that the provisions of Sections 327a ff. AktG are constitutional. A constitutional complaint before the Federal Constitutional Court against the squeeze-out regulations was unsuccessful. The compensation is fully subject to judicial review in accordance with Section 327f AktG in conjunction with Section 2 SpruchG .

The most important valuation method is the so-called capitalized earnings method , as it is also used for majority integration ( Section 320b (1) sentence 3 AktG). The decisive factor here is the forecast of future (discounted) company earnings. The discounted cash flow method is also becoming increasingly important. Other procedures can only be considered in individual cases. For listed companies, the stock exchange price plays a major role. Falling short of the course is only possible in exceptional cases. To avoid improper price manipulation, the average price of the last three months should be used (reference period corresponds to that of Section 5 WpÜG-AV ). The main shareholder can also admissibly influence the value of the company. Any existing corporate contracts can be terminated if necessary.

The compensation claim arises by law when the transfer resolution is entered. However, the due date only occurs when the shares are submitted to the main shareholder or the clearing house - usually the bank, which also secures the compensation claim. In the meantime, the claim is subject to interest at 5% above the respective base interest rate (according to § 247 BGB) ( § 327b (2) AktG), the assertion of further damage is possible.

According to § 327b para. 3 AktG the main shareholder to hedge the redemption amount even before the notice of the meeting a declaration of a credit institution must be obtained.

Procedure

The application of Sections 327a ff. AktG must not be excluded. A reason for exclusion can be found in Section 39a (6) WpÜG. According to this, Sections 327a ff. AktG do not apply during the squeeze-out procedure under takeover law (see below, II.). Otherwise they remain untouched.

The main shareholder can request the company's board of directors to initiate the exclusion process in any form he chooses. The compensation claim must be secured before the invitation to the relevant general meeting (“declaration” from a bank, Section 327b (3) AktG).

The board then calls a general meeting. The information obligations must be observed, such as the obligations under Section 26 WpHG for ad hoc reporting by the management board (avoidance of insider trading ). The convening of the general meeting is based on §§ 121 ff. AktG with the additional stipulations of § 327c AktG (information about the main shareholder and the amount of the compensation).

The main shareholder applies to the court responsible for the company ( regional court , chamber for commercial matters ) for the appointment of an external auditor ( auditor or auditing company). He is charged with examining the adequacy of the severance payment. The auditor has the right to information provided for in Section 293d Paragraph 1 Clause 1 and Section 320 AktG vis-à-vis the company . The company must disclose everything that is important for determining the severance payment. This includes, above all, documents on corporate planning, the components of assets and the assessment of corporate risks. The inspection is paid for by the main shareholder. The waiver of the external audit declared by all minority shareholders in the form of § 129 BGB is possible.

The majority shareholder can and usually will propose an auditor to the court. However, the court is not bound by the proposal. If the court accepts the proposal, this alone does not constitute grounds for contestation. It should be noted, however, that such an approach will in any case add to it a “suspicious factor”. In individual cases, it may therefore be advisable to refrain from making a proposal or, for example, merely to name the auditor hired to the court.

The main shareholder has to submit a written report if not all minority shareholders renounce it in the form of § 129 BGB. The report must explain and justify the requirements for the transfer and the adequacy of the severance payment. Section 327c (2) sentence 4 in conjunction with Section 293a (2) AktG stipulate that certain facts need not be disclosed if there is a threat of disadvantages (so-called protective clause). In this respect, a judicially verifiable weighing must be made. The report must again point out the gap in the report and the reasons for it.

From the time the Annual General Meeting is called, the following documents must be displayed in the company's business premises: Draft of the transfer resolution, annual financial statements, management reports (if these are to be prepared), report by the main shareholder, audit report on the compensation. Copies of the documents mentioned are to be sent free of charge to a minority shareholder upon request. The information is enforceable, if necessary, the claim is "enforceable" in interim legal protection. The documents must also be displayed at the general meeting.

The transfer will be decided at the general meeting. The resolution must contain the determination of the transfer of the shares of all minority shareholders to the main shareholder in return for appropriate compensation. The main shareholder and the amount of the compensation must be adequately specified , Section 327c (1) AktG. Legitimate reasons for the squeeze-out need not be given.

The main shareholder can use the general meeting to explain the proposed exclusion, but this obligation must be denied. The board of directors has to register the resolution with the commercial register. There are no special features in this regard. For the contestation procedure and the clearance decision immediately under "legal protection".

Legal protection of minority shareholders in the event of a squeeze-out

An action for rescission cannot be based on the inappropriateness of the severance payment or on Section 243 (2) AktG. In this respect, the minority shareholders are referred to the award procedure.

A contestation of the resolution of the general meeting is possible under this restriction according to the general rules. In this way, shareholders can base the challenge on insufficient information. In particular, a contestation comes into consideration if there is no or only an incorrect (e.g. not precisely quantified; not: inappropriate) compensation offer. A challenge can also be considered if the exclusion is unlawful. However, the development of corresponding case groups is only just beginning.

A pending action for rescission does not necessarily prevent the entry, in particular not if a so-called clearance decision is available. This is to be obtained through temporary legal protection after a weighing of interests and serves to prevent disadvantages caused by abusive actions for avoidance. If the squeeze-out decision is later declared null and void in the contesting process, those who have been forced out only have a claim for damages against the stock corporation.

The appropriateness of the cash compensation can - after the squeeze-out has been carried out (entry of the transfer resolution in the commercial register) - in the context of an award procedure to be applied for by a former shareholder in accordance with the award procedure law. The award procedure does not result in the register being blocked, so a clearance decision is not required in this respect.

In practice, a squeeze-out usually leads to an award procedure. For the squeeze-outs under stock corporation and merger law entered in the commercial register by the end of 2013, appraisal proceedings were initiated in almost 86% of the cases.

The squeeze-out under takeover law

The squeeze-out under takeover law was introduced on July 14, 2006 as part of the implementation of the so-called Takeover Offer Directive from 2004. It is regulated in Sections 39a and 39b WpÜG ( Securities Acquisition and Takeover Act ). Sections 39a et seq. WpÜG give the bidder of a previous public takeover procedure (the threshold of 95% also applies here, with the proviso that the share capital must be eligible for voting), in close temporal connection with the takeover ( Sections 29 ff. WpÜG) or mandatory offer ( §§ 35 ff. WpÜG) to apply for the transfer of the remaining voting shares . If the bidder also holds 95% of the share capital, he can also apply for the transfer of the remaining shares. The squeeze-out under takeover law is cheaper, faster and easier than its corporate law counterpart. In particular, there is no need to hold a general meeting, rather the transfer takes place by court order (the LG Frankfurt am Main has exclusive jurisdiction in the first instance). Corresponding shareholder rights (contestation) are therefore excluded. Furthermore, no (additional) company valuation takes place if the takeover or mandatory offer has been accepted by 90% of the shareholders: In this case, the presumption applies that the compensation is appropriate due to market acceptance and no further valuation is required; If the acceptance rate is below 90%, the amount of the severance payment will usually have to be made through a company valuation.

With regard to the severance payment, there is the following special feature: The same type of consideration is to be offered as in the previous offer according to Sections 29 ff. Or Sections 35 ff. WpÜG, optionally with cash compensation. The adequacy of the severance payment is irrefutably presumed, since it was already checked during the takeover or mandatory offer, provided that 90% of the shares affected by the offer were offered to the majority shareholder as part of the takeover or mandatory offer (constitutional concerns are raised against this) The cash compensation to be granted is to be determined in accordance with section 31 (2) sentence 1 WpÜG in conjunction with section 5 WpÜG-AngVO. In the case of listed companies, the weighted average share price (of the last three months) plays a key role.

The first exclusion procedures carried out in accordance with Sections 39a and 39b WpÜG have not yet led to sufficient clarification of the many open questions relating to the squeeze-out under takeover law. In particular, the Regional Court of Frankfurt am Main assessed the presumption of appropriateness as rebuttable in its second decision pursuant to Sections 39a and 39b WpÜG. In its first decision on this question, the Higher Regional Court of Frankfurt am Main, as the appellate authority, did not make a final decision on the legal nature of the presumption of conformity in Section 39a (3) sentence 3 WpÜG. It deliberately left the question of the rebuttability of the presumption open because the objections raised by the complainants were not substantiated enough anyway. However, contrary to a frequent demand from the opinion representatives, the court refused an irrefutable presumption to have the question examined by the ECJ, because it was not a question of German law. In the meantime, there is another higher court case law on this, because the Stuttgart Higher Regional Court stated in its decision of May 5, 2009 that the presumption of appropriateness is to be understood as irrefutable. Incidentally, this question is currently pending with the BVerfG, so that a final clarification can be expected in the future.

The squeeze-out under financial market stabilization law

In the course of the global financial crisis from 2008 - 2009, the German Bundestag passed the financial market stabilization laws to stabilize the German financial market as a result of the Lehmann bankruptcy in the USA. These primarily served to prevent the insolvency of the badly ailing real estate financing bank Hypo Real Estate (HRE), as the aim was to avoid the upheavals in the international financial industry, such as those caused by the insolvency of the US bank Lehman Brothers Holdings Inc. This accused the legislature of having created a non-constitutional individual law that is prohibited by the Basic Law. However, this accusation has not been confirmed.

The squeeze-out under financial market stabilization law contains modifications to the squeeze-out under stock corporation law and takeover law in Section 12 (4) of the Financial Market Stabilization Acceleration Act. Since the squeeze-out by the special fund financial market stabilization (SoFFin), which is 100% behind the Federal Republic of Germany, but required a particularly fast implementation in the event of a crisis, this differs fundamentally from the already known squeeze-out forms, as it is an upstream capital increase with the exclusion of subscription rights for existing shareholders up to a level at which the voting rights of all other shareholders are diluted to such an extent that the federal government can resolve this squeeze-out with its own majority. Relevant protective mechanisms of the minority shareholders in the event of a squeeze-out will be nullified. As a result of these radical measures, the squeeze-out under financial market stabilization law comes very close to US squeeze-out forms, which would not be possible under normal circumstances in Germany and which only apply in the event of a crisis.

The federal government plans to rename the Financial Market Stabilization Act (FMstBG) into the Economic Stabilization Acceleration Act (WStFG). Then the squeeze-out according to § 12 Abs. 4 FStBG becomes § 14 Abs. 4 WStFG.

The squeeze-out under merger law

A fourth form has existed since July 15, 2011, namely the so-called merger law squeeze-out. With this, European legal requirements were implemented in the Transformation Act. With the squeeze-out under merger law, the options for a majority shareholder to exclude minority shareholders from a company in return for cash compensation were expanded. However, the scope of the squeeze-out under merger law is limited compared to the squeeze-out under stock corporation law. Such a squeeze-out can already take place via the newly inserted Section 62 (5) UmwG if the parent company as the main shareholder holds 90% of the shares in the subsidiary and the subsidiary is then merged with the parent company. The previous majority requirements under stock corporation or takeover law remain unaffected. In addition, for a squeeze-out under merger law, 90% of the shares must belong to the main shareholder himself. In contrast to a squeeze-out under stock corporation law or takeover law, it is not possible to allocate shares held by dependent companies or trustees. If the main shareholder does not yet have the majority of shares required for the squeeze-out, the shares must first be transferred to the main shareholder. The company to be merged and the majority shareholder must have the legal form of an AG, KGaA or German SE. The company must actually be merged with the majority shareholder.

Use

The squeeze-out under merger law is particularly useful if the majority shareholder owns between 90 and 95% of the shares in a company. Then it enables the exclusion of minority shareholders who had deliberately built up a stake in order to prevent a squeeze-out according to the previous rules. This occurs especially in takeover situations. So far, the minority shareholders have only had their blocking position bought off at a price well above the market value. As a result, the majority shareholder had to buy his squeeze-out intentions at a price higher than the market price. There is no attribution of shares held by a subsidiary of the majority shareholder. Therefore, certain measures may be necessary before a merger law squeeze-out, such as a change of legal form to an AG or a transfer of shares in other group companies to the majority shareholder so that the majority shareholder can benefit from the required capital ratio.

Squeeze-out for other legal forms

The squeeze-out regulations, as they are in the AktG, only apply to the AG and KGaA. Therefore, in the case of companies with a different legal form, the question arises whether - as far as legally possible - the conversion of the legal form should be pursued in order to create the conditions for the exclusion of a minority. However, the effort involved in changing the legal form of a society in which there are dissenting minorities is considerable. In the case of partnerships, a unanimous resolution is required, unless the articles of association permit a majority decision. Furthermore, in this context, the requirement of a cash compensation offer in accordance with Section 207 UmwG to the shareholders who have declared their objection to the resolution for the record should be mentioned. The company valuation required for this can, however, under certain circumstances be used to determine the cash compensation offer in accordance with Section 327b AktG. As a rule, however, a number of other factors will play an important role in the decision to convert into an AG or KGaA, such as tax and co-determination issues as well as the special management structures of the stock corporation. A conversion just for the preparation of the exclusion of minority shareholders will therefore probably be the exception.

Squeeze-out in Switzerland

Swiss company law only recognizes two forms of squeeze-out. On the one hand, this is the squeeze-out following a public purchase offer within the meaning of the Financial Market Infrastructure Act. On the other hand, there is a squeeze-out in the event of a merger of two or more companies within the meaning of the merger law that came into force on July 1, 2004 .

According to Art. 8 Para. 2 FusG in conjunction with Art. 18 Para. 5 FusG, 90% of the shareholders of the transferring company can decide that they receive compensation instead of participation rights when the company is merged.

According to Art. 137 FMIA, a shareholder who, following a public purchase offer under Art. 125 FMIA, has at least 98% of the voting rights of a company, can file an action with the judge within three months to invalidate the remaining shares. The shares in question will become invalid and will be reissued to the majority shareholder. This has to compensate the "expropriated" shareholders.

Squeeze-out in the US

The company law of the United States is very heterogeneous as the freedom of each State to develop their own corporate law. The squeeze-out is also regulated in a correspondingly heterogeneous manner.

These are better known as freeze-outs and are regulated by the laws of the individual states in which the corporation is based, whose minority shareholders are to be forced out. In Delaware e.g. B. The laws of the parent company under certain conditions, if it owns at least 90% of the shares of a subsidiary, allow its shares to be merged with those of the subsidiary; this is a special form of the parent-subsidiary merger (so-called short form merger). The consent of the minority shareholders is not required. They are only entitled to receive adequate cash compensation for their shares. Incidentally, the biggest difference to German law is that a squeeze-out in the USA is possible from 50% + 1 share and a transaction is always required to carry out a squeeze-out, while in Germany it is already taking place by law.

Squeeze-out in the UK

In the UK , the squeeze-out is governed by Sections 979–982 of the Companies Act 2006 . The minimum for the majority shareholder to start a squeeze-out is 90% of the shares. A special feature is Section 983 of the Companies Act 2006, which conversely gives minority shareholders the right to request the purchase of their shares ( sell-out ).

Literature on the subject

Regarding the abbreviations used below for legal specialist literature, see: Kirchner, Hildebert: List of Abbreviations of Legal Language . Berlin / New York 2002, ISBN 3-89949-026-6

German law

  • Philipp A. Baums: The exclusion of minority shareholders according to §§ 327 a ff. AktG n. F. WM 2001, 1843–1850
  • Jens Buchta, Kai-Peter Ott: Problem areas of the squeeze-out . DB 2005, 990
  • Hartwin Bungert: Effective severance payment in the event of a "squeeze out" does not have to be guaranteed by absolutely insolvency-proof security, comment on BGH decision II ZR 327/03 of July 25, 2005 . BB 2005, 2652
  • Nils Dreier: Squeeze Out, Constitutionality - A direct constitutional complaint against §§ 327a ff. Is inadmissible due to a violation of the principle of subsidiarity . EWiR 2003, 141–142
  • Christian Fröde: Abusive squeeze-out acc. Sections 327 a ff. AktG . NZG 2007, 729-735
  • Lambertus Fuhrmann, Stefan Simon: The exclusion of minority shareholders - design considerations for the new squeeze-out legislation . WM 2002, 1211-1217
  • Dagmar Gesmann-Nuissl: The new squeeze-out rules in the German Stock Corporation Act . WM 2002, 1205-1211
  • Barbara Grunewald: The new squeeze-out regulation . ZIP 2002, 18-22
  • Thomas Schmallowsky: Squeeze-out in the normative environment . Düsseldorf 2004, ISBN 3828887805
  • Axel Hamann: Protection of minorities in the squeeze-out decision Cologne 2003, ISBN 3504646675
  • Hans Hanau: The grandfathering of membership on the occasion of the introduction of the "squeeze out" in stock corporation law . NZG 2002, 1040-1047
  • Herbert Hansen: From the economy . AG Report 2002, R 199
  • Kai Hasselbach: Commentary on §§ 327a - 327f AktG . In: Heribert Hirte, Christoph von Bülow: Cologne Commentary on the WpÜG . Cologne, Munich (inter alia) 2003, pp. 1415–1503.
  • Thomas Heidel: Squeeze-out without adequate property protection . DB 2001, 2031-2034
  • Timo Holzborn: BGH tightened delisting requirements - § 58 BörsO Frankfurt Stock Exchange against the background of the Macrotron judgment of the BGH . WM 2003, 1105-1109
  • Verena Huber: Squeeze-out - legal situation practice assessment . VDM Verlag Dr. Müller, 2005
  • Thomas Keul: Action for rescission and overcoming of the register lock in the context of a squeeze-out . ZIP 2003, 566-569
  • Arne Kießling: The squeeze-out under takeover law pursuant to Sections 39a, 39b WpÜG . Verlag Peter Lang 2008, ISBN 978-3-631-58490-3
  • Alfred Kossmann: Exclusion ("freeze-out") of shareholders against cash compensation . NZG 1999, 1198-1203
  • Gerd Krieger: Squeeze-out according to the new law: overview and questions of doubt . BB 2002, 53-62
  • Tobias Kruse: Judicial control of the mandatory share purchase offer in the delisting procedure under stock exchange law? BB 2000, 2271-2273
  • Volker Land, Kai Hasselbach: "Going Private" and "Squeeze-out" according to German stock exchange, stock exchange and takeover law . DB 2000, 557-562
  • Philipp Rühland: The exclusion of minority shareholders from the stock corporation (squeeze-out) . Baden-Baden 2004
  • Sabine Sattes, Maximilian Graf von Maldegheim: Company valuation during the squeeze out . BKR 2003, 531-538
  • Karsten Schmidt: Macrotron or: further differentiation of shareholder protection by the BGH . NZG 2003, 601-606
  • Rudolf Schuhmacher: Private sales transactions according to § 23 EstG for minority shareholders as a tax consequence of the so-called "squeeze-out" . DB 2002, 1626-1629
  • Eberhard Stilz: Stock exchange price and market value - Discussion of the decision BGH ZIP 2001, 734 - BAT / Altana . ZGR 2001, 875-890
  • Klaus-Rüdiger Veit: The examination of squeeze outs . DB 2005, 1697
  • Dieter Leuering: Squeeze-out, challenge / "KME" . EWiR 2002, 981–982
  • Klaus von der Linden, Markus Ogorek: Comment on BVerfG - May 30, 2007 - 1 BvR 390/04 - ('Edscha') . EWiR (2007), pp. 449-450
  • Uwe Rathausky: Squeeze-out in Germany: An empirical study of avoidance suits and judicial proceedings, in: AG-Report, o.Jg. (2004), No. 1, R24-R26
  • Gernot J. Rößler: Squeeze Out - Legal Issues and Problems . Frankfurt / M. / Berlin, 2007
  • Martin Weimann, award proceedings after squeeze-out, Berlin 2015, Verlag de Gruyter

International

  • Franz Althuber, Astrid Krüger: Squeeze-out in Austria, basic features - special aspects - comparison with the German regulation . AG 2007, 194-200
  • Martin Grablowitz: Public takeover bids under Dutch law . RIW 2003, 272-278
  • Thomas Kaiser-Stockmann: Squeeze-Out of Minority Shareholders - New German Rules and the Experience of the Nordic Countries . IBL December 2002, 495-498
  • Andreas M. Königshausen: Squeeze-Out in the USA and Germany . Publishing house Dr. Kovač 2012, ISBN 978-3-8300-6636-1
  • Joanna Warchol: Squeeze-out in Germany, Poland and the rest of Europe . Heidelberg 2007, ISBN 978-3-8329-3506-1

See also

Individual evidence

  1. ↑ Weimann, Martin: Spruchverfahren after squeeze-out, Berlin 2015, p. 87.
  2. ↑ BGH ZIP 2006, 2080, 2082.
  3. ^ BGH judgment of December 22, 2006, Az. II ZR 46/05.
  4. ↑ OLG Koblenz ZIP 2005, 714.
  5. ↑ Another view: Mertens , AG 2002, 377, 379.
  6. ^ BGH judgment of March 16, 2009, Az. II ZR 302/06 ; Lower court: Higher Regional Court Munich Az. 23 U 2306/06.
  7. ↑ BGH, The Group 2006, p. 69.
  8. ↑ BVerfG, decision of May 30, 2007, Az. 1 BvR 390/04
  9. ^ BGH judgment of September 18, 2006, Az. II ZR 225/04 .
  10. ↑ Weimann, Martin: Spruchverfahren after squeeze-out, Berlin 2015, p. 174.
  11. ↑ otto-schmidt.de LG Frankfurt am Main, Az. 3–5 O 15/08; Kießling, The squeeze-out under takeover law in accordance with §§ 39a, 39b WpÜG, ISBN 978-3-631-58490-3 .
  12. ^ LG Frankfurt am Main, Ref. 3–5 O 15/08.
  13. ↑ OLG Frankfurt am Main , decision of December 9, 2008, Az. WpÜG 2/08.
  14. ↑ OLG Stuttgart, Az. 20 W 13/08.
  15. ↑ Law on the establishment of an economic stabilization fund (Economic Stabilization Fund Act - WStFG) . Federal Ministry of Finance. March 23, 2020. Accessed April 9, 2020.
  16. ↑ Merger Act, FusG
  17. ↑ CH: Stock Exchange Act, BEHG
  18. ↑ bowne.com: Delaware's Evolving Standards Of Review In Minority Freezeouts ( Memento September 25, 2010 in the Internet Archive )
  19. ↑ legislation.gov.uk: Changes over time for "Squeeze-out"