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Comment by theonemind | Hacker News Reader

For me in the US, it’s a strange notion that you could compel someone to buy the last 10% of the company. That does not always seem possible. What happens if you literally can’t do it? That’s probably rare, but if 90% of the company is most of your assets, and you’ve somehow borrowed against it already, it could be almost literally impossible.

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In Italy you are actually compelled to do a "residual buy" if you own 90% of the company.

This is supposed to protect small investors from finding themselves owning shares they can't sell on the market anymore.

The price is set by the equivalent of the SEC.

If that fails to buy all the shares, the company must sell enough stock so that the market is again liquid enough.

I _think_ many countries have similar rules, as cursory googling shows the London stock Exchange changed their minimum free float requirement some years ago.

In worst case if someone is demanding it and it went through the arbitration process (and possibly appeals) it would be the same as any other debt. If the shareholder is a company the debtor could initiate the bankruptcy procedures. Of course it's possible that they could end up not getting full amount (if anything) from the estate if there are more debts than what assets were worth.

If they are private person they can attempt to judgement via court and let enforcement authority liquidate their assets or garnish their wages.

You can always choose to keep your share (slightly) under 90% to prevent such rules from triggering, so I don't see a problem with them.

Read it carefully, they have the right but not the obligation to buy the remaining stake so this is not applicable at all.

They do have obligation to buy if the minority shareholders demand it. If they don't want to trigger the requirement they need to keep their ownership under 90%.

There's also requirement (with some exceptions) to make offer to buy publicly listed company's shares when the shareholder's control over the votes increases above 30% and 50%. Normally the price in that case would be the highest price that shareholder paid for the shares during previous 6 months.

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