LIECHTENSTEIN Trends and Developments Contributed by: Lukas-Florian Gilhofer and Vivianne Auer, Ospelt & Partners Attorneys at Law Ltd.
anti-abuse review. The Office of Justice must assess whether a proposed cross-border operation consti - tutes an abusive or fraudulent arrangement aimed at circumventing legal or regulatory obligations. Importantly, the revised framework establishes a clear presumption of legitimacy. An anti-abuse investigation is not mandatory in every case. Rather, substantive scrutiny is triggered only where concrete and objec - tive indications suggest that the transaction pursues abusive purposes. These may include the circumven - tion of employee participation rights, avoidance of social security or tax obligations, evasion of creditor claims or the facilitation of criminal activity. Where such indications exist, the Office of Justice is empowered to request additional information, extend review periods and, ultimately, refuse to issue the pre-transaction certificate. A refusal prevents comple - tion of the transaction and may be subject to judicial review. However, litigation may significantly delay the restructuring and undermine transactional certainty. From a practical perspective, abuse control elevates the importance of transaction documentation. Com - panies should be prepared to demonstrate genuine economic rationale, operational substance in the destination state and consistency between declared objectives and actual restructuring outcomes. Abuse control thus functions not as a barrier to legitimate mobility, but as a safeguard against artificial arrange - ments that undermine stakeholder protection. Minority shareholder protection: exit without blocking power The revised PGR significantly strengthens minority shareholder protection in cross-border transactions. Shareholders who oppose a proposed conversion, merger or division in accordance with statutory pro - cedure are entitled to adequate cash compensation. This mechanism ensures that dissenting shareholders are not compelled to remain invested in a company governed by a different legal order. The statute does not prescribe a specific valuation methodology. Adequacy of compensation is therefore assessed on a case-by-case basis, typically drawing on recognised valuation methods such as discounted
cash flow analysis, earnings-based approaches or market multiples. The revised framework expressly provides for judicial review of compensation. A key structural choice lies in the procedural design of such review. Valuation disputes are conducted under non-contentious proceedings ( Ausserstreit - verfahren ), reflecting the legislature’s view that these disputes concern internal corporate allocation rather than adversarial creditor-type conflicts. Courts may appoint experts and reassess valuation assumptions. Crucially, judicial review does not, as a rule, suspend the effectiveness of the cross-border transaction. Cor - porate mobility is preserved, while valuation risk is shifted into a post-closing financial exposure. Boards and majority shareholders must therefore ensure that valuation processes are robust, well-documented and defensible, as insufficient compensation may result in subsequent financial adjustment. In mergers and divisions, shareholders who do not exit may also challenge the exchange ratio. This pro - vides an additional layer of protection without granting minorities a veto right. The revised PGR thus adopts a carefully calibrated model: minorities are protected through exit and appraisal rights, but structural trans - actions remain executable. Creditor protection: front-loaded risk management Creditor protection constitutes another core pillar of the revised framework. In contrast to traditional post- registration protection mechanisms, the revised PGR adopts a preventive and front-loaded approach. Creditors whose claims predate publication of the draft terms may request adequate safeguards if they can credibly demonstrate that the cross-border operation jeopardises satisfaction of their claims. The request must be made within a statutory three-month period following publication of the plan. The burden of substantiation initially lies with the creditor, but the company must respond by demonstrating that suffi - cient protection already exists or by offering additional safeguards. Possible safeguards include guarantees, collateral security or contractual undertakings. The regime does
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