Uitkoopprocedure
Squeeze-out procedure
The squeeze-out procedure is the statutory mechanism by which a shareholder holding at least 95% of the shares may compel the remaining shareholders to transfer their shares.
The squeeze-out procedure is provided for in Article 2:92a of the Dutch Civil Code and is initiated before the Enterprise Chamber of the Amsterdam Court of Appeal. Through this procedure, a majority shareholder may squeeze out the minority shareholders at a reasonable price, thereby acquiring full ownership of the company.
The procedure is relevant because it enables the majority shareholder to obtain full control without the remaining minority interests being able to obstruct decision-making or restructuring. This frequently arises following public offers or mergers.
In practice, the Enterprise Chamber assesses whether the statutory requirements have been met and whether the offered price is fair, following which it orders the transfer of the shares.
“After reaching the 95% threshold, the bidder initiated the squeeze-out procedure to compel the remaining minority shareholders to transfer their shares.”
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