In a recently published ruling of the Higher Regional Court of Brandenburg, the court, as the appeal instance in an appraisal proceeding, had to determine whether the compensation that had been offered to squeezed-out minority shareholders was adequate (OLG Brandenburg, ruling of 26 August 2022 – docket no. 7 W 82/18, published e.g. in NZG 2023, 223 pp.). Minority shareholders of a stock corporation that are squeezed out under the applicable regime of the German Stock Corporation Act (§§ 327a pp. AktG) by a shareholder holding at least 95% of the shares are entitled to an adequate compensation in cash. The offered compensation must correspond to at least the market value of the shares, and must be communicated to the minority shareholders with the publishing of the convocation notice and agenda for the general meeting that shall resolve on the squeeze-out. Shareholders have the possibility to challenge the offered compensation in appraisal proceedings.
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