Rechtsfragen der Unternehmensbewertung bei aktienrechtlichen Abfindungsansprüchen in Deutschland und Italien (Appraisal Rights and Business Valuation in Italian and German Stock Corporation Law)
Max Planck Institute for Comparative and International Private Law
European University of Rome
January 30, 2013
Recht der Internationalen Wirtschaft (RIW), Vol. 59, No. 1, pp. 24-33, 2013
Max Planck Private Law Research Paper No. 13/6
The appraisal remedy provides an elegant and effective instrument for minority protection in situations of fundamental changes. Its effectiveness depends however on the “right to exit at a fair price”. Determining a fair price has given rise to legal questions of business valuation. This paper takes up these questions in Italian and German stock corporation law. It first describes the scope and operation of appraisal rights. This is followed by an examination of how both jurisdictions deal with the intricate problems of defining and operationalising “fair value” within appraisal proceedings, revealing surprising differences in their approaches.
Please note that this is an article published in German.
Keywords: appraisal remedy, business valuation, exit right, stock corporations in Germany and Italy
Date posted: February 18, 2013