1.1.2 Majority rule

A share in a BV entitles its holder inter alia to certain voice rights, such as the right to attend the general meeting, the right to speak in this general meeting and the right to exercise voting rights with respect to proposed resolutions at this event.1 The aforementioned voice rights offer shareholders control within the company, more particularly at the general meeting. Usually, the general meeting adopts resolutions to appoint and dismiss managing directors and other resolutions that have a major impact on the company. As a starting point, all resolutions are adopted by the general meeting by an ordinary majority of votes cast. Sometimes, a higher threshold or a quorum is prescribed by statute or the articles of association. A rule requiring unanimity of the votes cast is uncommon Occasionally, Dutch statute even prescribes a maximum threshold and maximum quorum, which cannot be increased in the articles of association.2 Consequently, as a basic principle of the law on BVs, the majority can bind the minority.3 This principle is known as majority rule.