Christoph Van der Elst

Voluntary Delisting and Shareholder Protection from a Corporate Law Perspective

WP 2026-02

While a delisting of its securities can be in the interest of the company, it is not necessarily in the interest of all corporate incumbents. Especially for small and minority shareholders the decision to leave the stock exchange can be detrimental. This paper focuses on the position of minority shareholders in a voluntary delisting transaction of a company listed on a main or regulated market. Depending on the jurisdiction, the board of directors, the general meeting of shareholders, a supermajority shareholder, promotor or acquiror and a market operator or supervisor are involved in the delisting process. The (in)voluntary exit of the minority shareholders and the consideration of the compensation for the transfer of the shares is discussed. The paper finds that balancing the interests of all parties involved in a voluntary delisting decision cannot be achieved by one harmonized approach and minority shareholders do not always receive an appropriate compensation when the company delists.