Squeeze-out of Minority Shareholders after Completion of the Takeover
7. Squeeze-out of Minority Shareholders after Completion of the Takeover

[Last updated: 1 January 2025, unless otherwise noted]

After a successful takeover, the bidder may squeeze-out the remaining minority shareholders, provided the bidder holds no less than 90% of the target shares. The minority shareholders to be squeezed-out have the right to receive an adequate compensation in cash for their shares.

Before the squeeze-out, the target company's management and the dominant shareholder must draw up a report explaining and justifying the cash compensation offered, and a court-appointed expert must examine the accuracy of the report as well as the offered cash compensation. Furthermore, the supervisory board also needs to examine the reports by management and the court-appointed expert and report its findings in writing.

Target company shareholders are given access to the reports mentioned above at least one month before the general meeting at which the squeeze- out is to be resolved. Minority shareholders may challenge the adequacy of the cash compensation in a squeeze-out in court, but the squeeze-out will still become effective, i.e., the shares will be transferred to the 90%+ shareholder, notwithstanding any such challenge. In practice, legal disputes concerning the adequate cash compensation often drag on for several years, and typically are ultimately settled by the parties involved.

Where a general meeting resolution to squeeze out the minority is taken within three months of a successful takeover offer, and provided that the offer was accepted by at least 90% of its addressees, the consideration offered in the takeover offer will be deemed to be adequate for purposes of the squeeze-out.