Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/3.2.4.1:3.2.4.1 Introduction

Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/3.2.4.1

3.2.4.1 Introduction

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 first test for application of the just and equitable winding-up is that a petitioner must come to court with clean hands. If there is a reason to wind up the company, for instance in case of a justifiable breakdown of confidence in the management of the company, and this reason is caused by misconduct of the petitioner, the petitioner has no standing.1 This clean hands criterion does not mean that the petitioner always has to be free from any blame. A minor degree of culpability on the side of the petitioner does not necessarily have to bar the application of the remedy.2

Since the notions fust and equitable have an open character, case law has to be observed to find out the scope of this remedy. A clear definition of certain situations in which winding-up can be ordered has never been given nor was ever intended to be given. Lord Wilberforce firmly states:

"(...) there has been a tendency to create categories or headings onder which cases must be brought if the clause is to apply. This is wrong. Illustrations may be used, but general words should remain general and not be reduced to the sum of particular instances." @@3

Keeping the caution of Lord Wilberforce in mind, an overview of the case law can nevertheless be helpful in showing how the winding-up remedy works in practice. A classification of situations in which a just and equitable winding-up has been ordered is comprised in the following paragraphs.

Deze functie is alleen te gebruiken als je bent ingelogd.