The reader is quite satisfied with his shares in the French water and recycling company Suez.
The course has more than doubled.
But now the competitor Veolia, also active in the water and waste business, wants to take over Suez.
The EU Commission has already approved it.
The reader fears being squeezed out of the new conglomerate as a small shareholder and having to sell his shares against his will.
The concern is justified.
In stock corporation law, there is the possibility of a “squeeze-out”, i.e. forcing minority shareholders out of a company.
If the legal requirements are met, the small shareholder has no choice.
He gets a severance payment and has to give up his shares.
Editor in the economy of the Frankfurter Allgemeine Sunday newspaper.
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After all, there is the possibility of checking the amount of the severance payment. Under German law, this must correspond to at least the average price of the past six months. Most of the time, however, there are lawsuits against it, and often a higher value is established in the arbitration proceedings, which is then paid out to all shareholders who have been squeezed out.
In the case of Suez and Veolia, French law applies. According to Marc Seeger and Olivier Peronnau from the international law firm Bird & Bird in Düsseldorf and Paris, a squeeze-out procedure can also be carried out at the end of a takeover bid if the shares not tendered do not account for more than 10 percent of the company's share capital . The shares held by the minority shareholders will then, in principle, automatically be transferred to the bidder in return for compensation equal to the price offered in the takeover bid. In addition, an independent valuer must be engaged by the target company to provide a fairness opinion based on standard financial valuation methods on the price paid to the minority shareholders in the squeeze-out.The affected minority shareholders can have the price of the takeover offer reviewed by challenging the decision of the AMF (autorité des marches financiers) approving the offer documents.
What also concerns the reader is the question of whether he has to pay taxes on the profits, since he does not want to sell the shares voluntarily.
Last year, the Federal Ministry of Finance reiterated its view that it is irrelevant whether the sale was made voluntarily or under duress.
The final withholding tax plus solidarity surcharge and possibly church tax are levied.
As part of income tax, the solidarity surcharge can be refunded at certain income levels.
However, there is also the legal opinion that the tax collection is not legal because the sale is not based on will.
So there is no harm in filing an objection to the tax collection.Keywords: