Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/4.3.7:4.3.7 Position of the shareholder between exit notice and exit

Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/4.3.7

4.3.7 Position of the shareholder between exit notice and exit

Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.

In the period between the moment of the exit notice and the moment the shares are withdrawn by the company or purchased by the company or another person, the shareholder has the obligation to exercise his rights in a reserved manner. The reason for the reticent exercise of the shareholder's rights is that he does not have a long-term interest in the company anymore. So to say, his only interest is to guard his financial interest in the company. With regard to the exercise of voting rights, the Supreme Court has put this in the following way:

"This requires the shareholder to act with caution and, in consideration of his duty of loyalty that applies until the exit, prohibits him to vote against a measure proposed by his co-shareholders and acceptable from a business perspective, which neither affects his financial interests in any direct way nor in any indirect way."1

Therefore, on the one hand, a shareholder is entitled to exercise his rights as a shareholder. He still has a legitimate interest in the company. On the other hand, he should take a reserved position towards the exercise of his rights when his economie interest in the company is not at stake.2

Still, his co-shareholders have to take his interests into account, further to the duty of loyalty. It is not possible to completely exclude the shareholders' rights in the articles of association during the period between the exit notice and the actual exit.3

Deze functie is alleen te gebruiken als je bent ingelogd.