Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/4.3.8.3:4.3.8.3 Reference date

Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/4.3.8.3

4.3.8.3 Reference date

Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.

According to the general opinion, the reference date at which the shares are valued concerns the date of the exit notice of the shareholder.1 This implies that, in principle, developments affecting the value of the shares are not taken into account. However, this stance causes difficulties, because valuation methods such as the often-used discounted cash flow method are based on future expectations.

To overcome these difficulties, the root theory (Wurzeltheorie) offers a solution. According to the root theory, future developments affecting the value of the company only have to be taken into account if their cause (or root) already exists or at least is foreseeable at the reference date:

"Later developments may only be considered if these were evidently expected to arise on the reference day. Since the shareholder is to obtain the actual counter value for the value of his shares at the relevant date of his exit, it is not sufficient to consider each development for which retrospectively a somehow constituted causality is to be recognized. Rather such factors are taken into consideration, which were obviously and economically comprehensible at the reference date."2

Deze functie is alleen te gebruiken als je bent ingelogd.