Plesner is successful in Supreme Court ruling on compulsory redemption on behalf of the former Thrane & Thrane

Plesner partner Torben Bondrop has just been successful in a case concerning compulsory redemption on behalf of the former Thrane & Thrane. This is the 12th case that Torben Bondrop has conducted and been successful in before the Danish Supreme Court.

Brief summary of the case

In 2004 Plesner assisted Thrane & Thrane with the acquisition of a listed company and a subsequent compulsory redemption of minority shareholders provided by the articles of association. One shareholder objected to the compulsory redemption and filed several complaints with the authorities and instituted legal proceedings about the legality of the compulsory redemption and about the redemption price.

Following the compulsory redemption the Danish Commerce and Companies Agency (now the Danish Business Authority) changed its practice relating to the registration of new provisions in the articles of association concerning the compulsory redemption of minority shareholders for the benefit of a majority shareholder ("the articles of association model") which is no longer allowed.

The Eastern Division of the Danish High Court passed a judgment in favour of Thrane & Thrane in 2010. The judgment was appealed to the Danish Supreme Court and a judgment in favour of Thrane & Thrane was passed again.

The Supreme Court found that the compulsory redemption implemented according to the articles of association model in reality fulfilled all the conditions for compulsory redemption according to sections 20 b and 20 d of the Danish Companies Act applicable at the time and that the shareholders were therefore obliged to let their shares redeem at the redemption price.

The Supreme Court also found that the price at which the minority shareholders' shares had been redeemed was correct in the specific situation, no matter that it was somewhat lower than the market price.

About Torben Bondrop

Torben Bondrop is the head of the practice areas Dispute Resolution and Insurance and Compensation and is specialised in conducting litigation and arbitration proceedings in general and in respect of insurance law and the law of damages.

In addition to the classic insurance law Torben Bondrop has experience in respect of professional liability, management liability, product liability, business liability and reassurance and he has conducted a large number of legal proceedings and arbitration proceedings.

This is the 12th Supreme Court case in succession in which Torben Bondrop has been successful.

If you have any questions, please contact Torben Bondrop.

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