David Sandner was awarded an LL.M degree in Transborder Commercial with Merit from the Riga Graduate School of Law in 2020. Previously he has successfully completed the first state examination in Germany. While studying in Germany he specialized in commercial law. His research interests include the points of contact between company and capital market law.
This publication is based on a distinction-awarded Master’s thesis.
The article seeks to compare the protection of minority shareholders during delisting in Germany and the U.K.. Delisting refers to a publicly traded company leaving the stock market. In order to compare the protection afforded by the relevant legislator the article first seeks to give an overview of the interests touched upon by delisting, finding the main risk for minority shareholders is unlike often assumed not a loss of value but the loss of the share’s tradability. The article then compares the approach taken towards the problem and the instruments utilized by both legislators. Here the article finds that the German law represents a stricter and inflexible solution, while the British law grants the parties far reaching freedom. The article finds that German law in theory offers a higher level of protection. The article then considers the different shareholder structure in the U.K., concluding that in practice the difference in protection is not as stark as often assumed. As some gaps remain, and since due to their financial interests the freedom offered by British law is of little benefit to minority shareholders, the article concludes that regarding the protection of minority shareholders the German law is preferable.