7.1 Introduction

The Dutch legislator has not been generous with the allocation of appraisal rights to the law on BVs. This can be explained by the fact that Dutch law adheres the majority rule, which means that, in principle, a minority shareholder is required to accept changes within the company, even if these changes are fundamental.1

Currently, three appraisal rights are available, of which two are of recent date. These appraisal rights do not form a coherent system, as each appraisal right is governed by a different set of mies. The appraisal rights are even found in different books of the Dutch Civil Code: two are found in Book 2 DCC and one is found in Book 7 DCC. The oldest appraisal right is provided for in the event of the conversion of a BV into an association, cooperative, mutual insurance society or foundation. In § 7.2, this appraisal right is described. The second appraisal right, found in § 7.3, is available in a comparable situation. This comparable situation considers conversion of a BV into an OVR. The third and last appraisal right is available to shareholders in a disappearing company involved in a cross-border merger. This one is found in § 7.4.

Subsequently, § 7.5 will deal with the question whether an appraisal right is desirable in the event of a transfer of the registered seat of a BV to another country or in the event of a cross-border demerger, possible scenarios that can no Jonger be denied after the Cartesio and Sevic Systems judgments of the ECJ. The limited availability of appraisal rights has given rise to debate in Dutch legai literature. Up to now, this debate mainly focused on the introduction of an appraisal right in the event that a minority shareholder is faced with a majority shareholder holding at least 95% of the issued share capital of a BV. This appraisal right would form the mirror image of the already existing statutory right of the 95% majority shareholder to squeeze out the minority shareholder. This debate is exposed in § 7.6. § 7.7 focuses on the Dutch debate on the introduction of additional appraisal rights. Conclusions are found in § 7.8.