2.3.2 Thirteenth Company Law Directive

In April 2004, the European Parliament and the Council of the European Union adopted the Thirteenth Company Law Directive, which introduced an appraisal right in line with the recommendations of the Winter Committee.1 The Thirteenth Company Law Directive was implemented in the Netherlands on 28 October 2007.2 The Thirteenth Company Law Directive, and the appraisal right it contains, applies in the situation of a takeover bid for securities of companies governed by the laws of Member States, where all or some of those securities are admitted to trading on a regulated market.3 As shares in a BV are currently not eligible to be traded on a regulated market, the directive is not of relevance to the BV. It is of interest that the appraisal right, embodied in the directive, is closely connected to the squeeze-out right. Both rights apply if the majority shareholder holds between 90% and 95% of the voting rights in the target company or, in the words of the Directive, the offeree company.4 The choice of a percentage between 90% and 95% is up to the Member States. Both the squeeze-out right and the appraisal right apply on a class-by-class basis.

The Thirteenth Company Law Directive recognizes the reciprocity between the squeeze-out right and the appraisal right. The preamble of the directive reads: