PhD student: Mr O. Roodhooft

Promotor: Mr J. Vananroye

Duration: 1/9/2020 - 31/8/2024

Abstract:

Shares in a company are often the most valuable asset of a shareholder. It is, however, difficult to convert the value of shares into money in order to protect the value of the company (going-concern value). Moreover, most non-listed companies have legal impediments to the transfer of shares. Combined with the lack of an economic market for these shares, these impediments disable a transfer of shares. This leads to problematic situations. The personal creditor of an insolvent shareholder, for example, will not be able to convert the most important asset of his debtor into money. Therefore, there are legal remedies to create liquidity for the share. The most important remedy is exclusion and withdrawal of shareholders, which ensures that the exiting shareholder gets a compensation for his shares upon exit and is an efficient solution for shareholder disputes. Although exclusion and withdrawal remedies have an important function, they also give rise to complicated questions, especially on the compensation. The current state of the art lacks an overarching theory on this topic. In the proposed research projects I will analyse this topic with as main perspective the balance between protection of the going-concern value of the company and the liquidity of the share..After deriving the balance of interests for all stakeholders, the objective is to evaluate the existing legal framework from a comparative perspective and formulate recommendations.