Der verschmelzungsrechtliche Squeeze-out

Since 2011 German law provides majority shareholders with an interest of at least 90 % the legal opportunity to exclude minority shareholders from a corporation, unless a group merger is performed at the same time. The German legislator created this so-called "Squeeze-out Merger" as an instrument for corporate restructuring that brings fundamental innovation in compare to the already existing types of squeeze-out.
In this context, the author shows the background of the new legal concept in European legislation and takes a critical look at its compatibility with European primary law. Furthermore, a detailed description is given both of the legal requirements and the procedure of the Squeeze-out Merger and its similarities or differences with the existing types of squeeze-out are explained. Subsequently, legal boundaries of individual legal options used in practice are looked at more closely, followed by a final summary.
The author is a lawyer in Munich specialized in transformation law.