‘Baby, it’s cold outside ...’ – A Comparative and Economic Analysis of Freeze-outs of Minority Shareholders
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Tom Vos
Because minority shareholders can be a nuisance for a company, a majority shareholder may want to freeze them out. In general, the approach in the United States towards freeze-outs is more flexible than in the European Union. Law and economics scholarship suggests that a flexible regime for freeze-outs may be beneficial for society, as it addresses a free rider problem and a holdout problem in the market for corporate control. However, these insights are rarely integrated into European legal scholarship. This article endeavours to determine what constitutes an efficient legal framework on freeze-outs through a comparative law and economics approach. First, the legal regime on freeze-outs in the United States is compared with the regime of the Takeover Directive in the European Union and with Dutch law. Then, these legal systems are evaluated on their efficiency. Finally, some suggestions of reform are made for the European Union.
© 2018 Walter de Gruyter GmbH, Berlin/Boston
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- ‘Baby, it’s cold outside ...’ – A Comparative and Economic Analysis of Freeze-outs of Minority Shareholders
Articles in the same Issue
- Non-frustration Rule and Mandatory Bid Rule – Cornerstones of European Takeover Law?
- The Spanish and the European Codification of the Business Judgment Rule
- An Analysis of the Prospectus Regime: The EU Reforms and the ‘Brexit’ Factor
- Small Partnership Company Form as a Vehicle for Small and Medium-sized Businesses in Lithuania: Is the Theoretical Model Effective in Practice?
- Legal Protection against Decisions of the Single Resolution Board pursuant to Article 85 Single Resolution Mechanism Regulation
- ‘Baby, it’s cold outside ...’ – A Comparative and Economic Analysis of Freeze-outs of Minority Shareholders
