8.2.5 Appraisal rights

In the case of an appraisal right, a shareholder only has an exit right in clearly defined circumstances. The advantage of this approach is that a time-consuming and costly debate before a court is not required. Therefore, appraisal rights are much more efficient than exit proceedings. According to Dutch law, a shareholder who does not consent to the conversion of the BV into an association, a foundation, cooperative, mutual insurance society or OVR has an exit right. Additionally, the shareholder who votes against a resolution for a cross-border merger is granted an exit right.

Whereas the minority shareholder is entitled to an appraisal right in the event of a cross-border merger, this appraisal should also be available in comparable situations such as the cross-border conversion and the cross-border demerger (§ 7.5). These appraisal rights should also be made available to minority shareholders of an SE in the case of a cross-border merger, cross-border conversion and cross-border demerger (§ 7.4.2).

In my view, the introduction of an appraisal right as the mirror image of the squeeze-out proceedings is recommended. This appraisal right represents the self-evident quid pro quo of the squeeze-out proceedings (§ 2.3.2, § 2.3.3 en § 7.6). In addition, this appraisal right may serve as a means of protection for shareholders who provide less than 5% of the issued capital and, consequently, usually have no locus standi in the inquiry proceedings (§ 7.6).

Assuming that the aforementioned appraisal rights are introduced, I believe there is no reason for the introduction of further appraisal rights. In the event that the continuation of the shareholding of a shareholder can no longer reasonably be expected from him, the exit proceedings can be invoked.