Companies Act 2014 section 476

Purchase of minority shares

Section 476 deals with the right of minority shareholders in a transferor company to require the successor company to buy out their shares for cash following approval of a merger.

• A minority shareholder in a transferor company may request in writing that the successor company purchase their shares for cash, within 15 days of the relevant date
• The purchase price must be calculated using the share exchange ratio from the common draft terms of merger, and the acquired shares become treasury shares
• The court retains full power to make any order necessary to protect the interests of a dissenting minority in a merging company
• Who qualifies as a "minority shareholder" and what constitutes the "relevant date" depend on whether the successor company already holds 90 per cent or more of the transferor's voting shares