1.3.1 The oldest exit right

From the introduction of private limited companies in the nineteenth century until recently, in most countries the only exit right available to a shareholder consisted of a winding-up remedy. English law has contained a winding-up remedy, nowadays found in S. 122(1)(g) IA 1986 since 1862. A winding-up remedy has also been available in Germany, since the enactment of the GmbH-Gesetz in 1891, pursuant to § 61 GmbHG. The same applies to France, where the private limited company was introduced in 1925. In Art. 1844-7, 5° of the Code Civil, a winding-up remedy is available if für reasons (justes motifs) exist, in particular if a shareholder can no longer fulfll his obligations or if disagreement between shareholders results in a deadlock.

Over the last decades, an increased awareness of the importance of a more developed system of exit rights of shareholders has arisen in both common-law countries and civil-law countries. The European legislator observed these developments and introduced exit rights as wel