Two neighbouring commercial properties in the Municipality of Bremanger were subject to a reciprocal right of first refusal. After the company owning one of the properties encountered financial difficulties, the original shareholder redeemed part of his shareholding, while three new investors subscribed for newly issued shares. Following the transaction, the original shareholder retained one-third of the shares in the company.
The owner of the neighbouring property argued that the right of first refusal had thereby been triggered and claimed the right to acquire the property in question.
The Supreme Court held that the change in ownership was not sufficient to trigger the right of first refusal. While a right of first refusal may, in certain circumstances, be triggered by a change in share ownership, the general rule is that at least 90 per cent of the shares must pass into new ownership before such a right arises.
The judgment clarifies the threshold for when a change in share ownership will trigger a right of first refusal relating to real property.
Source: Supreme Court
Martin Edelsteen Woll
mwoll@melo.no
+47 414 87 832
