Every shareholder who buys at least 95% of the paid-up capital of an N.V. or a B.V. at his own expense may submit to the Enterprise Section of the Amsterdam Court of Appeal a claim on the remaining joint shareholders for the transfer of their shares. This procedure can be an effective way to acquire 100% of the shares, but all kinds of difficult issues can arise in such a situation.

The minority shareholder who has no desire to be forced to sell his shares, may escape this under certain circumstances. For example, changes in the percentage of 95% during the squeeze-out procedure need to be taken into account, and this can cause problems, such as in the case of exercising purchase options on shares, even after the claim for transfer has been submitted.

Another thorny problem is the question who the other joint shareholders are. Think, for example, of the shares held by a trust office, bearer shares and the question on how to deal with conditional rights to shares. In addition, under Dutch law the minority shareholder against whom such a claim is made must be able to defend himself against the claim on limited grounds.

The above makes clear that whoever wants to achieve a forced transfer of shares can expect to go through a complex process. Even so, the squeeze-out procedure is often used because the majority shareholder can be spared many of the procedural snags such as convening shareholders' meetings, the completeness of the annual accounts, dividend payments, etc.

CMS Derks Star Busmann possesses the knowledge and experience to manage the squeeze-out procedure as smoothly as possible. We can also give you procedural advice on the chances of frustrating the forced transfer of shares. In any further squeeze-out procedure, you may also rely on us to give you all the assistance you require.