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Η σχέση ανταλλαγής εταιρικών συμμετοχών στους εταιρικούς μετασχηματισμούς (Master thesis)

Πάπα, Τζένη/ Papa, Tzeni

This thesis examines the share exchange ratio in the context of corporate transformations, with a particular focus on mergers and demergers. It begins with a conceptual analysis of the legal nature and function of the exchange ratio as a central legal and economic mechanism for reallocating corporate participation, followed by an exploration of the key applicable legal provisions, which elevate the exchange ratio to the pivotal element of the entire transformation process. Emphasis is then placed on the examination of compensatory claims that may be raised by partners or shareholders adversely affected by an unfair exchange ratio, whether against the absorbing or beneficiary company, or against corporate directors and experts. These rightsholders, who often constitute the minority, find themselves in a position of bargaining and informational asymmetry, without the ability to exert decisive influence over the decision to proceed with the transformation. Within this framework, the thesis focuses its bibliographic-based analysis on the function of the available compensatory mechanisms as institutional safeguards and protective tools, aiming to restore corporate balance.