Värdering vid tvångsinlösen efter icke-kontanta bud

Sammanfattning: The purpose of this Master’s thesis is to investigate the legal practice of valuation in arbitration board proceedings concerning freeze-outs after non-cash take-over bids. We find that the most important method for valuing the shares offered in exchange for the shares of a target company is to take the volume-weighted average of the quoted prices of the shares offered in exchange during the acceptance period of the take-over bid. This thesis is a complement to previous studies by Peter Jennergren (1996) and by Andrea Lundqvist and Victor Ludvigsson (2007) of how the Balken case (a freeze-out case that was eventually decided by the Supreme Court of Sweden, in 1996) has affected the legal practice of valuation in freeze-out arbitration board proceedings. We have undertaken an empirical study of 48 freeze-outs between 1985 and 2006 where shares in the bidding companies were offered in exchange for shares in the target companies. The arguments before the arbitration boards of the bidding companies as well as those of the frozen-out minorities have been analyzed. Patterns before and after the Balken case have been identified. A literature review of previous studies is also included, as well as a comparison of those studies with our thesis. Our thesis suggests that there is no evidence of pattern changes in rulings by arbitration boards after the Balken case. We have identified one rather important change, though: The bidding companies have altered their claims in order to correspond better to the Balken case ruling. This is evidenced by a higher number of verdicts in favor of the bidding companies. Our thesis also suggests that the time spent by arbitration boards is mainly influenced by the bidding companies’ rebuttals of the claims by the frozen-out minority owners of the target companies. We conclude that the practice of valuation in freeze-outs after non-cash bids is rather settled, and we hope that future freeze-out disputes to a larger extent will be resolved through conciliation.