Squeeze-out procedure

A squeeze- out procedure in the Netherlands means that a shareholder who holds (at least) 95% of the share The portion of registered capital of a private or public limited company
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shares
can force the other shareholder(s) to transfer the remaining 5% of the shares. This is referred to as squeeze-out procedure and is laid down in article 2:92a of the Dutch Civil Code.

The majority shareholder has to submit a request to a forced transfer of shares at the Enterprise Chamber of the Amsterdam Court of Appeal. This specialized division of the court will handle this request. The minority shareholder will be compensated for his shares and the request usually contains a price offer as well.

The judge of the Enterprise Chamber will deny the request if the minority shareholder suffers severe material damage even after compensation. Another reason is when the minority shareholder holds a share The portion of registered capital of a private or public limited company
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share
which is linked to special rights of control in relation to the legal person pursuant to its articles.

 

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