Några värderingsfrågor vid tvångsinlösen av minoritetsaktier

Sammanfattning: The thesis examines three questions with regards to how the share value is determined in companies which are subject to buy-out. When a shareholder owns more than nine tenths of the shares in a company, either the majority shareholder or a minority shareholder are able to demand that the majority shareholder should buy-out the rest of the shares in the company. When the parties are not able to agree upon the purchase price of the shares, the value of the shares has to be determined. The purchase price which the majority shareholder has to pay for the shares will be based upon the determined share value. Neither statutes nor preparatory work does, in a satisfactory way, cover the matter regarding the three questions which constitutes the basis of this thesis. Disputes regarding buy-out rights and obligations are settled by an arbitration tribunal. Hence, the greater part of the thesis consists of arbitral awards which are being summarized and analysed. The first question of the thesis is how the share value is determined in companies that are not listed on a regulated stock exchange market. According to statutes and preparatory work, the “real value” of the shares is to be paid, but the term “real value” is not uniformly defined. The conclusion in the thesis is that previous trade with the shares often works as a benchmark to decide the share value. When previous trade has not occurred, a theoretical company evaluation is often used. A method which decides upon the net asset value of a company is used more frequently than other methods. The second question is how the prerequisite “particular grounds” is defined in the context that this has be met if a valuation of shares not is to be conducted with the stock exchange rate as a benchmark. This only applies to shares in companies that are listed on a regulated stock exchange market. As stated above, the reasoning of arbitration tribunals determines the greater part of the conclusions in this thesis. These conclusions state that the circumstances in each case will have to be the basis of the decision, but that the application of the prerequisite is restrictive. It is also noted that a theoretical company evaluation which points to another share value is not enough to abandon the stock exchange rate as a benchmark. The third and last question that is discussed in the thesis is the meaning of the prerequisite “grounds”, which has to be met to abandon the day of the claim for buy-out when deciding upon which day the stock exchange rate shall be examined as benchmark. Arbitrational awards show that arbitration tribunals are quite unrestricted when it comes to this prerequisite in comparison with “particular grounds”. Arbitration tribunals takes into consideration all relevant circumstances to decide upon a day which is as suitable as possible. Examples of circumstances which have been considered when the prerequisite has been met is that a takeover offer has affected the stock exchange rate and that the trade with the shares has been of limited extent on the day of the claim for buy-out in comparison with the previous time.