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) 2010/1.1.1:1.1.1 Locked into the company
Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/1.1.1
1.1.1 Locked into the company
Documentgegevens:
mr. dr. P.P. de Vries, datum 03-05-2010
- Datum
03-05-2010
- Auteur
mr. dr. P.P. de Vries
- JCDI
JCDI:ADS410771:1
- Vakgebied(en)
Ondernemingsrecht (V)
Toon alle voetnoten
Voetnoten
Voetnoten
Art. 2:195 paragraph 2 DCC (Dutch Civil Code) provides for the exclusion of the transferability of shares for a fixed period. In general, a fixed period of five years would not be contrary to the principles of reasonableness and faimess, cf. Parliamentary Papers II (Kamerstukken II) 2006/07, 31 058, no. 3 (MvT), p. 50-51.
With respect to the English situation, Ferran submits: 'Exit via the market is irrelevant for smaller companies whose shares are not traded.' See Ferran (1999), p. 239.
Deze functie is alleen te gebruiken als je bent ingelogd.
A shareholder of a Dutch private limited company (BV) may wish to transfer his shares in order to exit the company. Unlike the holder of shares in a company listed on a stock exchange, the shareholder of a BV often cannot easily sell his shares. Although shares in a BV are transferable in principle, a shareholder will usually be confronted with restrictions on their transfer, as stated in the articles of association or in a shareholders' agreement.1 However, even if the requirements arising from restriction clauses are met or if no restriction clauses are in place, it is uncertain whether a shareholder of a BV will find a purchaser for his shares and, if found, whether an acceptable purchase price can be secured. In general, there is no liquid market for BV shares.2
Consequently, a shareholder of a BV may find himself locked into the company. In this situation, a shareholder who is not able to exen control within the company becomes vulnerable. The controllers of the company may decide to take advantage of their position at the expense of the non-controlling shareholder.