Die Verschmelzung unter Ausschluss der Minderheitsaktionäre der übertragenden Aktiengesellschaft gemäß § 62 Abs. 5 UmwG

The new merger-specific squeeze-out combines the group merger of the German Transformation Act with the squeeze-out of the German Stock Corporation Act. This combination is intended to make the privileges of the group merger also applicable in the case of a merger at a participation of merely 90%.
The author shows that the applicability of the group merger privileges is not the only consequence of the combination. Rather, the combination of the two instruments in par. 62 sec. 5 German Transformation Act constitutes for a merger sui generis. A consequent interpretation acknowledging the true character of the merger and its integrated squeeze-out does not only effect the procedure but also legal consequences and legal protection against it. Therefore, the integrated exclusion of the minority shareholders ist largely influenced by the provisions of the German Transformation Act.