Dr. Carsten Wettich (Berner Fleck Wettich) deals in issue 9/2021 of the journal “WPg” with the cash compensation in the event of a squeeze-out in the existence of a domination and profit and loss transfer agreement.
The Federal Court of Justice recently ruled that the cash compensation to be paid to minority shareholders in the event of a squeeze-out under stock corporation law is generally to be determined on the basis of the present value of the compensation payments to which the minority shareholder is entitled under an intercompany agreement if this is higher than the pro rata enterprise value. The Federal Court of Justice has thus also postulated the most-favored-nation principle in this aspect. For major shareholders, this can make a forced squeeze-out of minority shareholders and the associated complete takeover of a company more expensive.