6.5.9.1 Introduction

The categories referred to in this paragraph are used to illustrate how exit proceedings are applied in practice. As the categories are merely illustrations, these are not meant as closed categories. It is conceivable that new cases will arise which cannot easily be fit into these categories. Moreover, the categories have some overlap. For instance, the category of competing activities can also be considered as a variety of tunnelling.

For the application of the exit proceedings, inspiration can also be found in the case law regarding the proceedings for nullification of resolutions as well as regarding the inquiry proceedings.1

Often conflicts between shareholders do not only influence the decision-making process within the general meeting. If the shareholders are involved in the company in other capacities as well, conflicts between shareholders may also influence the decision-making process in other bodies of the BV.

Conflicts in BVs in which several members of a family are associated are notorious.2 In this specific type of BV, shareholders are regularly involved as directors of the BV as well. Illustrative is the explanatory memorandum of proceedings for the settlement of disputes:

"Difficulties may especially occur in family companies. In those companies the shareholders feel more closely associated with the state of affürs than shareholders who acquire a stake exclusively for investment reasons. The disagreement may run high, in particular when managing directors are appointed from the opposite camps who continue the dispute between the shareholders in the management board or when the shareholders are managing director as well."3

Examples of family disputes are evidently found in case law. The Hooymans case is renowned as one of the most notorious family dispute cases onder the exit proceedings.4