Problemi giuridici in tema di valutazione delle azioni del socio recedente: un confronto tra diritto tedesco e diritto italiano

The appraisal remedy provides an elegant and effective instrument for minority protection in situations of fundamental changes. Its effectiveness depends however on the “right to exit at a fair price”. Determining a fair price has given rise to legal questions of business valuation. This paper takes up these questions in Italian and German stock corporation law. It first describes the scope and operation of appraisal rights. This is followed by an examination of how both jurisdictions deal with the intricate problems of defining and operationalising “fair value” within appraisal proceedings, revealing surprising differences in their approaches.