Squeeze-out (i.e. the right to acquire minority shares) means the entitlement of the major shareholder in a joint-stock company to force out minority shareholders and acquire their ownership rights to the remaining minority shares by giving them reasonable cash compensation that the major shareholder is obliged to give minority shareholders. A major shareholder is the entity that owns the majority of shares in the joint-stock company to which voting rights are attached, on condition that the aggregate nominal value of these shares represents at least 90%of the registered capital of the company, or that the voting rights attached to these shares represent at least 90% of all voting rights in the company.
After complying with the above conditions, the major shareholder is entitled to ask the Board of Directors of the target company to convene a General Meeting concerning the squeeze-out. The Board of Directors is obliged to meet this requirement and convene the General Meeting within 15 days of receiving the request.
The major shareholder is obliged to provide justification on the adequacy of the compensation in the form of an expert’s opinion, if so required. In the event the securities of the joint-stock company are listed shares, the resolution of the General Meeting of the target company on the approval of the squeeze-out must be preceded by the approval of the Czech National Bank, issued in special administrative proceedings. The resolution of the General Meeting on the approval of the squeeze-out will be registered into the Commercial Register. After the lapse of one month of the publication of the registration of the resolution of the General Meeting into the Commercial Register in the Commercial Bulletin, the title to the minority shares will pass to the major shareholder, who shall become the sole shareholder in relation to the target company. The existing minority shareholders shall be entitled to an adequate compensation. The compensation will be paid by a bank or securities dealer.
Továrek, Horký a partneři, advokátní kancelář, s.r.o., guarantees the entire process of preparation and implementation of the squeeze-out. THT will provide cooperation with the selected expert when developing the expert’s opinion required to provide justification on the adequacy of the compensation, and subsequent legal representation in administrative proceedings for prior approval of the Czech National Bank concerning the squeeze-out, if need be. THT will organize the General Meeting concerning the squeeze-out and provide legal representation in the subsequent registration proceedings. The services of THT include provision of information to minority shareholders, provisions of bank or securities dealer services for the purposes of the payment of compensation, and subsequent administrative steps. THT offers qualified legal representation in disputes regarding the adequacy of compensation.
After complying with the above conditions, the major shareholder is entitled to ask the Board of Directors of the target company to convene a General Meeting concerning the squeeze-out. The Board of Directors is obliged to meet this requirement and convene the General Meeting within 15 days of receiving the request.
The major shareholder is obliged to provide justification on the adequacy of the compensation in the form of an expert’s opinion, if so required. In the event the securities of the joint-stock company are listed shares, the resolution of the General Meeting of the target company on the approval of the squeeze-out must be preceded by the approval of the Czech National Bank, issued in special administrative proceedings. The resolution of the General Meeting on the approval of the squeeze-out will be registered into the Commercial Register. After the lapse of one month of the publication of the registration of the resolution of the General Meeting into the Commercial Register in the Commercial Bulletin, the title to the minority shares will pass to the major shareholder, who shall become the sole shareholder in relation to the target company. The existing minority shareholders shall be entitled to an adequate compensation. The compensation will be paid by a bank or securities dealer.
Továrek, Horký a partneři, advokátní kancelář, s.r.o., guarantees the entire process of preparation and implementation of the squeeze-out. THT will provide cooperation with the selected expert when developing the expert’s opinion required to provide justification on the adequacy of the compensation, and subsequent legal representation in administrative proceedings for prior approval of the Czech National Bank concerning the squeeze-out, if need be. THT will organize the General Meeting concerning the squeeze-out and provide legal representation in the subsequent registration proceedings. The services of THT include provision of information to minority shareholders, provisions of bank or securities dealer services for the purposes of the payment of compensation, and subsequent administrative steps. THT offers qualified legal representation in disputes regarding the adequacy of compensation.