Minoritetsägarens ultima ratio - Tvångslikvidation och inlösen på grund av majoritetsmissbruk

Sammanfattning: This essay aims at the regulations on compulsory liquidation and redemption due to majority abuse in private limited companies according to ch. 25. Sec-tions 21–23 of the Swedish Companies Act (2005:551), ABL. The provisions were introduced as part of strengthening minority protection in the Companies Act (1975:1385), ABL 1975. In the legal proceedings they are referred to as the "last resort" (ultima ratio) for an oppressed minority. The possibility for the court to appoint a trustee in conjunction with this was introduced in 2002 as an effect of the so-called Trustor affair. These three provisions can be found together under the heading "Compulsory liquidation and redemption due to majority abuse" in ABL. In the essay, de lege lata and case law is examined together with an overview of the other Nordic countries' corresponding provisions. Few cases have been tried in Swedish courts, only one in the courts of appeal and none in the Su-preme Court. For the regulation to be applicable, it is first and foremost re-quired that the majority has used influence by intentionally participating in a violation of ABL, the Annual Accounts Act (1995:1554), ÅRL, or the articles of association. These violations can be of different kinds, but the most com-mon based on the review carried out are unauthorized transfers of value, em-bezzlement, prohibited loans, the right to dividend, deficiencies in formality during board work and general meetings as well as cooperation with a special auditor and deficiencies in the right of access information. Gaining court approval for compulsory liquidation and redemption due to majority abuse can be associated with difficulties due to the many requisites and that special reasons are required. Pitfalls for a minority owner to be aware of include the fact that the company may be declared bankrupt during the pro-cess, in which case the liquidation must be suspended. In addition, there should be an understanding that legal costs may accrue to this party.