1.7 Countries involved in this research

The problem of the minority shareholder that is locked into the company is one of the universal problems in company law.1 In many legal systems, the legislator has attempted to solve this problem by introducing winding-up remedies, oppression remedies and appraisal rights. The availability of exit rights aimed at solving similar problems in a variety of law systems makes it clear that the topic of exit rights lends itself well to comparative research. The countries involved in this comparative research are Germany, England and Wales.2 These countries are of major economie importance to the European Union as well as the Netherlands. Both legal systems have influenced to a certain extent the Dutch legal system in general and Dutch company law in particular. All the aforementioned countries are Member States of the European Union. Legislation of the European Union influences and has been influenced by the laws of these countries.

Germany is chosen because of the long history of its winding-up remedy and oppression remedy. German legal literature has focused extensively on both remedies. Secondly, the German oppression remedy has been a source of inspiration for the Dutch oppression remedy, as appears from the legislative history of proceedings for the settlement of disputes.3 Moreover, German law offers an extensive and quite coherent system of appraisal rights. The interesting list of appraisal rights is neither found in Dutch law nor in English law. It is particularly relevant to this study to focus on the German debate about the exit right at will.

Although in English law the winding-up remedy has ancient roots, the oppression remedy is of a more recent date. The English unfür prejudice remedy is particularly interesting, because it is popular and effective. The English oppression remedy was a source of inspiration for the Dutch oppression remedy as well.4 It is also relevant to explore the English view on appraisal rights and the exit right at will.

Moreover, in Germany, England and Wales, the focus is on oppression remedies in relation to winding-up remedies. An additional argument for involving these countries in this research is that the legal sources of these countries are easily accessible. Lastly, the researcher is able to read texts in these languages.