1.5 Research question

The increase in the presence of exit rights in general and in the Netherlands in particular forms the motive for this study. In my opinion, a more coherent system of exit rights can be created. An additional motive for this study is the principal rejection of an exit right at will.

In this study, I focus on statutory exit rights available to shareholders of private limited companies, in particular Dutch statutory exit rights. Exit rights pursuant to the company's articles of association, its by-laws or shareholder agreements will only be addressed in terms of their relationship to statutory exit rights. The use of the expression exit right in this study refers solely to statutory exit rights, unless indicated otherwise.

The central question addressed in this study concerns:

In order to answer this question, several matters will be addressed. A first matter concerns the circumstances in which a shareholder should be allowed to exit the company. As set out above, there are arguments for and against the introduction of exit rights of shareholders. Exit rights require a balance of the interests of all parties involved. These arguments and interests will be assessed in this study.

Secondly, this study will deal with the conditions pertaining to the enforcement of the exit right, such as rules with respect to the assessment of the financial consideration. As before, there should be a für balance between the interests involved.

A further matter of concern is the procedural design of the exit right. In many legal systems, it appears to be a costly and time-consuming process to take legal action. If taking legal action is too complicated, exit proceedings may signify a burden on the departing shareholder. On the other hand, procedural safeguards are of the essence, as interests of discerned parties are involved in exit proceedings. An interesting question therefore is how exit rights can be streamlined, without the loss of the essential safeguards for all parties involved.