Oönskade värdeöverföringar vid fusion och delning : Skyddet för aktieägare de lege lata och hur värdeöverföringsreglerna kan omfatta fusion och delning de lege ferenda

Sammanfattning: The thesis examines the protection of shareholders against undesired value transfers as a result of misvaluations in mergers and divisions of private companies. The situation that there has been an undesired transfer of value is tested both against specific and general protection rules in the Swedish Companies Act and against general protection rules in the Swedish Contracts Act and the Swedish Tort liability Act. The conclusion in that shareholders in the company who suffers an economic loss as a result of a misvaluation of the counterparty company do not enjoy protection from several general protection rules. The thesis also examines how mergers and divisions can be implemented in the scope of the value transfer rules in chapter 17 of the Swedish Companies Act. The result is a number of amendments to the definition of a value transfer in Chaper 17 Section 1 and to the refund liability in Chapter 17, Section 6 of the Swedish Companies Act. The proposed amendments are also tested against applicable EU legislation to ensure conformity with EU law.