Tvångsinlösen

Sammanfattning: The Swedish Companies’ Act contains regulations that, in brief, gives a party who directly or indirectly owns more than 90 percent of the shares in a corporation the right and obligation to purchase the remainder of the shares.This set of regulations is in Swedish most often referred to as tvångsinlösen or in English compulsory share purchase.The thesis has two primary objectives. The first is to determine the current state of the law with respect to the central aspects of compulsory share purchase. The other is to analyze and evaluate, independent of the legal sources, the current law’s function and formation as well as propose changes in its formation.Four questions are primarily treated in the analysis of the current law in this thesis, namely; a. what are the conditions for a compulsory share purchase, b. how is a dispute concerning compulsory share purchase formed and what effects does it have, c. how is the purchase price to be determined, as well as d. how do compulsory share purchase function as minority shareholder protection? The functional approach to a great extent is based on an economic analysis of corporate law in general and the compulsory share purchase situation in particular. The economic analysis has two objectives, to give a background and understanding for the review of the current law and also to serve as a basis for the evaluation of the current law and an analysis of how the law can be changed in order to constitute a better means for reaching the economic objectives underlying the institution. It therefore follows that the economic analysis is not invoked in order to establish that which is the current law.