8.2.2 Exit right at will not desirable

I did not find an exit right at will in any of the legal systems I investigated, except for a negligible Italian example (§ 1.3.3). According to the dominant view in English law, in German law and in many other legal systems, the introduction of an exit right at will is not desirable (§ 1.4, § 3.5 en § 4.5).

I have no reason to assume that the Dutch legislator takes a different view. In § 1.4I concluded that the introduction of an exit right at will is not desirable and is difficult to reconcile with Dutch law. An exit right at will highlights the interest of the individual shareholder, pos sibly at the expense of co-shareholders, the company, its creditors, and its employees.

Moreover, an exit right at will can present a permanent threat to the useful rule that resolutions are, in principle, adopted by majority of votes (§ 1.4). Whenever a resolution is proposed of which the minority shareholder does not approve, an opportunistic minority shareholder may threaten to use his exit right at will. In order to prevent financial loss, the majority can effectively be compelled to abandon the proposed resolution. Consequently, an exit right at will increases the risk of a deadlock in the decision-making process.