Edition i inlösenförfaranden - Särskilt om minoritetens möjligheter att erhålla ett skäligt pris för sina aktier

Sammanfattning: Disputes due to the compulsory purchase of minority shares must, according to the Swedish Companies Act, be resolved through arbitration, a so-called legal arbitration. Compulsory purchase is common and several problems are likely to arise for the minority owners during the purchase procedure. The thesis aims to investigate some of the procedure's existing problems, such as the minority owners' ability to obtain a reasonable price for the shares with the help of discovery. Both the legal dogmatic method and the legal analytical method are applied for the purpose of both investigating and analysing the legal situation. As the legal situation is further investigated and analysed, the same will be applied to two hypothetical problem situations, which is why the essay adopts a problem-oriented approach. In connection with a purchase procedure, a fairness opinion is submitted, a valuation statement from a financial advisor that indicates a reasonable price for the shares in the company. The valuation statement is of great importance for the minority to take part in to be able to exercise their right to receive a reasonable price for the shares. A fairness opinion is to be regarded as an expert opinion, which is why special discovery rules are applied. The idea is that the discovery rules in the Code of Judicial Procedure will help the minority to assimilate this information. When the discovery rules together with other circumstances and current regulations are applied to the problem situations, it appears that the minority in purchase proceedings cannot efficiently and adequately exercise their right to receive a reasonable price for their shares. It is difficult for the minority to obtain relevant information through the discovery due to the minority's limited transparency in the company's business relationships. The majority owner can, among other things, ensure that business decisions with a positive impact on the value of the shares are postponed to the future, which significantly affects the minority's opportunities to obtain a reasonable price for their shares. All in all, this means that the minority ends up at a disadvantage to the majority owner's information advantage and it becomes difficult for the minority to argue that the valuation statement is to be regarded as evidence and that it is therefore covered by the discovery rules in the Code of Judicial Procedure. With the help of discovery, the minority cannot efficiently and adequately exercise its right to receive a reasonable price for the shares. The minority also encounters other types of problems that significantly impede their ability to obtain a reasonable price for the shares. It would be possible to introduce specially adapted discovery rules for compulsory purchase to even out the information asymmetry and address many of the issues involved. The thesis encourages a discussion to find a solution to the problems concerned and for strengthened minority protection in compulsory purchase procedures.