Exit rights of minority shareholders in a private limited company
Einde inhoudsopgave
Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/6.1.1:6.1.1 Proceedings for the settlement of disputes
Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/6.1.1
6.1.1 Proceedings for the settlement of disputes
Documentgegevens:
mr. dr. P.P. de Vries, datum 03-05-2010
- Datum
03-05-2010
- Auteur
mr. dr. P.P. de Vries
- JCDI
JCDI:ADS406325:1
- Vakgebied(en)
Ondernemingsrecht (V)
Deze functie is alleen te gebruiken als je bent ingelogd.
In 1989, an oppression remedy was introduced into Dutch law. The oppression remedy is known under the Dutch name geschillenregeling and in English as proceedings for the settlement of disputes. The proceedings are set out in Artt. 2:335 to 2:343c DCC. Proceedings for the settlement of disputes are composed of four distinct proceedings:
expulsion proceedings (Artt. 2:335-341a DCC);
proceedings for the compulsory transfer of the voting right vested in a holder of a right of usufruct or pledge of shares (Art. 2:342 DCC);
exit proceedings (Artt. 2:343-343b DCC); and
price determination proceedings (Art. 2:343c DCC).
On the basis of the expulsion proceedings mentioned under (a), one or more holders of at least one-third of the share capital of the company can request the court to expel a shareholder that prejudices the interest of the company to such an extent that the continuation of his shareholding can no longer reasonably be tolerated.
Statute provides for a solution in the situation that voting rights attached to shares are transferred by the shareholder to a holder of a right of usufruct (recht van vruchtgebruik) or right of pledge (pandrecht) on the shares. The proceedings under (b) can be used to obtain an order for the transfer of the voting right if a usufructuary or pledgee prejudices the interest of the company to such an extent that the continuation of his voting right can no longer reasonably be tolerated.
On the basis of the proceedings under (c), a shareholder has the right to transfer his shares to co-shareholders or to the company if it emerges that his interests are prejudiced by the conduct of his co-shareholder(s) or by the conduct of the company to such an extent that the continuation of his shareholding can no longer reasonably be expected of him.
In the proceedings mentioned in (d), a shareholder can request the court to intervene in the event of a dispute as regards the valuation of shares when there is already agreement on the transfer itself.