Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/6.5.3:6.5.3 Prejudicial conduct

Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/6.5.3

6.5.3 Prejudicial conduct

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.

The standard of prejudicial conduct is an open standard. Implementing the standard is up to the court. Prejudicial conduct has the connotation that a coshareholder or the company has done something wrong. In my opinion, this feeling is correct. The co-shareholder or company has brought the claimant in the situation that his shareholding can no longer reasonably be expected of him. Nonetheless, I believe that the conclusion that prejudicial conduct as referred to in Art. 2:343 DCC is present, does not necessarily imply that the co-shareholder or company also acted in breach of any other statutory provision.

This view is confirmed by case law and legal literature.1 For instance, statute does not require that misconduct or a tort is present. In the Peeters case, the OK held that for application of the exit proceedings, it is not relevant whether the prejudicial conduct can also be qualified as misconduct (misdraging).2 This view was repeated by the OK in the Hooymans case.3 In the laffer case, the OK held that:

"Irrespective of how this question should be answered, the dismissal of someone may constitute conduct as referred to in Article 2:343 DCC, even if this dismissal would be appropriate. It is not necessary that this conduct can be considered as misconduct."4

Deze functie is alleen te gebruiken als je bent ingelogd.