Listing and delisting are the entry and exit doors of public equity markets, yet only the former has meaningfully shaped EU policymaking. Recent reforms — most notably the 2024 Listing Act — focused on easing IPOs and reducing issuers’ regulatory burdens as part of Europe’s shift toward more market-based financing, notably for SMEs. The 2025 Savings and Investments Union (SIU) agenda extends capital-market development trajectory, placing a growing emphasis on integration, but also on private-market “exit strategies” such as private-equity secondaries and securitisation. However, it still pays no specific attention to the conditions under which listed companies leave public markets.
The conditions under which companies exit public markets — through voluntary delistings, takeover-related or squeeze-outs, next to restructurings, or even relocations and downlisting — remain largely governed by fragmented national rules. Each such exit narrows the transparent, investable universe available to EU households, weakens corporate accountability, and shifts value creation into more opaque private structures that lack the safeguards of regulated markets. This sits uneasily with the objectives of the CMU and SIU, which aim to broaden retail participation and anchor household savings in fair, transparent, and accessible capital markets. A coherent EU framework for market exits would, therefore, close a major blind spot in the current architecture to restore trust.
At the same time, we document what appears to be a sustained contraction of Europe’s listed universe, with delistings and downlistings outpacing IPOs. The growing role of private-equity take-privates (including fund-of-funds strategies) and selective relocations of primary listings (both within the EU and to non-EU markets) may each form part of the explanatory puzzle. Taken together, we consider these trends risk hollowing out the public side of Europe’s capital markets by limiting ordinary investors’ ability to participate directly in the ownership and governance of relevant corporate firms.
A Patchwork of Rules: Divergent Delisting Frameworks Across Europe | Initial Findings
BETTER FINANCE and DSW conducted a preliminary comparative survey of investor organisations to map legal frameworks and recent market practices across eleven jurisdictions (nine EU Member States, plus the UK and Switzerland), with further countries expected to follow in an augmented edition (pending survey completion).
Covering the three main routes to market exit — voluntary delistings, restructuring-related exits, and transaction-based (takeover-driven) delistings that may trigger squeeze-outs — the study examines, for each, the applicable decision-making requirements (including general-meeting approvals and thresholds), the existence and form of compensation (exit offer, buy-out or public tender), valuation standards, and available review mechanisms. The analysis is complemented by illustrative examples of delistings, downlistings, and listing relocations.
The study confirms a highly uneven EU landscape and pinpoints the areas where retail investors report the greatest dissatisfaction.
At the procedural level, issuer-initiated or voluntary delistings are subject to very different shareholder-approval requirements and quorum/majority rules; in many jurisdictions, a general-meeting vote is conditional or not even mandatory; exchanges rules or takeover laws effectively determine outcomes. Further, in some Member States, a voluntary delisting may proceed without an exit or mandatory buy-out offer, contingent on the route taken, raising risks for minority shareholders of being locked into illiquid, non-traded shares.
At the substantive level, we confirm that there is no EU-wide standard on whether or what type of compensation is owed; that is how to ensure and determine a fair price (including in takeover situations) or how valuation should be calculated. Even where squeeze-out thresholds tend to align around 90–95%, valuation methods and the scope for judicial reassessment vary widely. Restructuring-driven exits and squeeze-outs operate through distinct legal routes, yet both add further layers of divergence: restructuring processes follow separate company-law rules and show similar inconsistencies in compensation safeguards and review mechanisms. Across both pathways, survey responses and case examples point to risks of under-compensation and to limited, costly, or, in some cases, no access to effective redress.
Restoring Confidence: Delisting Protections Matter
What matters is not only the possibility of investing in listed companies, but also the conditions under which issuers can leave the public market. When delistings or restructurings occur without genuine shareholder involvement, without a clear right to fair compensation, or without accessible review mechanisms, minority shareholders may bear disproportionate losses.
This undermines confidence in public markets, depresses the willingness of households to provide equity capital, and fuels perceptions that majority owners and private-equity buyers can extract value at the expense of smaller investors.
From an individual investor’s perspective, a minimum EU-level “floor” of protection is therefore essential. Those minority investor safeguards shall ensure:
- meaningful shareholder participation in voluntary exits;
- fair, transparent and independently reviewable valuation standards for all compensation types; and
- effective, affordable and timely remedies to contest inadequate offers or abusive structures.
Strengthening rights and predictability for minority shareholders’ interests would not only correct the current imbalance between entry and exit regimes, but it would also support the SIU’s objective to mobilise private savings into capital markets by making public equity a more trusted and resilient long-term investment channel.
Closing the Exit-side Gap: EU Harmonisation
Our mapping study stresses that delisting and restructuring frameworks should become a core component of EU capital-markets integration by complementing the existing harmonisation of IPOs and of ongoing disclosure. Drawing on the survey evidence from retail investor organisations, we call for four main directions of travels for EU-level action:
- Harmonised core safeguards for voluntary delistings; mandatory general-meeting approval for market withdrawals; minimum quorum/majority standards that ensure genuinely representative decisions; and especially an obligation to offer minority shareholders an exit offer at a fair price (buy out under clear rules).
- EU-wide principles for compensation and valuation; a common approach to determining fair (or expropriation-level) compensation, combining market-based and fundamental valuation where appropriate; clear disclosure of valuation inputs and methods; and alignment of valuation rules across delistings, restructuring and squeeze-out procedures to prevent arbitrage.
- Effective and accessible redress mechanisms: guaranteed judicial or independent review of compensation adequacy in all Member States; procedures that are procedurally simple, time-bound, and affordable for private investors; safeguards against “loopholes” — such as delisting or downlisting routes that allow issuers to exit regulated markets without a mandatory exit (buy-out) or adequate compensation when required.
- Further monitoring, supervision and CMU/SIU alignment: with regular monitoring of delisting, downlisting and relocation trends, including impacts on retail investors’ protection, overall liquidity, and EU indices; greater supervisory convergence to prevent regulatory arbitrage; and integration of delisting standards into the broader CMU/SIU agenda.
Only by matching efforts to “make listings attractive again” with genuinely enforceable delisting and exit-side protections, can the EU close the long-overlooked gap in the public financial-market lifecycle. Doing so would further affirm public markets as a stable, transparent and trusted route for European households’ long-term equity savings. In parallel, it would provide companies with a clearer and more predictable listing-and-delisting rulebook (while tackling listing shopping). It is all the more essential to prevent manoeuvres that sidestep investor-protection standards precisely when those safeguards are most at risk and corporate accountability faces dilution.
Overall, we call for the simplification agenda to move in step with harmonisation, ensuring clarity and anchoring reforms in best practices and accountability. An EU framework should offer cross-border legal certainty and market clarity for both issuers and investors, while guaranteeing meaningful engagement and equal representation to all stakeholders — most notably minority shareholders.