Report from Norway: Redemption through Demergers

European Company Law, Vol. 6, No. 1, pp. 40-43, 2009

7 Pages Posted: 2 Dec 2008 Last revised: 9 Nov 2010

See all articles by Beate Sjåfjell

Beate Sjåfjell

University of Oslo - Faculty of Law

Hedvig Bugge Reiersen

Independent

Date Written: November 27, 2008

Abstract

A recent judgment from the Norwegian Supreme Court concerning the demerger of a private limited liability company provides some insight into the Supreme Court's understanding of what kind of transactions between a company and its shareholders fall within the scope of the legal term 'demerger' as contained in the Norwegian Private and Public Limited Liability Companies Acts. The crux of this case is whether the demerger rules apply to a case where the only objective of the new company (the 'spin-off' company) is to act as a vehicle for transferring money to a shareholder that wishes to withdraw from the original company. The significance of falling within the scope of the 'demerger' rules is that legal demergers entail tax exemption.

Keywords: Limited liability companies, demerger, tax exemption, Norwegian company law, EU company law, Sixth Companies Directive

Suggested Citation

Sjåfjell, Beate and Reiersen, Hedvig Bugge, Report from Norway: Redemption through Demergers (November 27, 2008). European Company Law, Vol. 6, No. 1, pp. 40-43, 2009. Available at SSRN: https://ssrn.com/abstract=1308143

Beate Sjåfjell (Contact Author)

University of Oslo - Faculty of Law ( email )

PO Box 6706 St Olavsplass
Oslo, 0130
Norway

HOME PAGE: http://www.jus.uio.no/ifp/english/people/aca/beatesj/

Hedvig Bugge Reiersen

Independent

No Address Available

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