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16 March 2017

KKO 2017:2, Finnish Supreme Court decision regarding the redeeming of shares in a housing company

The articles of association of a housing company contained a redemption clause, according to which company shareholders were entitled to redeem a share in case it was transferred via trade, swap or donation to a non-shareholder. A, the owner of shares conferring the possession of an apartment had sold a fraction of the shares to his/her son B, and another fraction to B's spouse C, both of whom were non-shareholders. A retained a third fraction of the shares for him-/herself. Company shareholder D had made a claim to redeem all of the shares in question.

The Supreme Court found that the redemption clause could not be applied to the fraction of the shares retained by A. Neither could the articles of association be interpreted in such a way that D would have had the right to redeem the fractions sold to B or C.