8.3.4 Exit proceedings

The option to have a judgment under the exit proceedings declared provisionally enforceable and the abolishment of the interim option to appeal a judgment under the exit proceedings have helped streamline the exit proceedings.

Nonetheless, further streamlining of the exit proceedings is recommended. It is in the interest of all shareholders involved, but also in that of the company, that disputes are resolved efficiently and fürly. From this perspective, I recommend limiting the exit proceedings from two instances to one instance. Art. 6 ECHR does not oppose the abolishment of the appeal instance, provided that sufficient procedural safeguards are provided.

I am not in favour of changing the exit proceedings from proceedings started by summons to proceedings started by application, because the former seem to offer — at least to some extent — more safeguards than the laffer (§ 6.12).

In addition, I would like to see shareholders be encouraged to prevent costly and time-consuming proceedings. For this reason, it is recommended to introduce the following statutory rule: if a shareholder receives an irrevocable, unconditional and für offer for the shares, he should no longer be entitled to initiate exit proceedings. It does not make sense to me that a shareholder is able to start exit proceedings if he is offered what he would receive by way of the exit proceedings (§ 6.4.2.6). In Antillean law (§ 6.2.5.1), English law (§ 3.3.10) and German law (§ 4.2.5.2), this rule is already in place.