Exit rights of minority shareholders in a private limited company
Einde inhoudsopgave
Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/7.4.6.1:7.4.6.1 Introduction
Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/7.4.6.1
7.4.6.1 Introduction
Documentgegevens:
mr. dr. P.P. de Vries, datum 03-05-2010
- Datum
03-05-2010
- Auteur
mr. dr. P.P. de Vries
- JCDI
JCDI:ADS404066:1
- Vakgebied(en)
Ondernemingsrecht (V)
Toon alle voetnoten
Voetnoten
Voetnoten
Art. 2:333 DCC provides a simplified merger process if the acquiring company holds all issued shares in the disappearing company (paragraph 1) or if one person holds all issued shares in the acquiring company as well as in the disappearing company provided that no (new) shares are granted by the acquiring company further to the notarial deed of merger (paragraph 2). As these intra-group mergers do not involve minority shareholders, I will not further elaborate this simplified merger process.
Deze functie is alleen te gebruiken als je bent ingelogd.
From a perspective of a legal merger by means of which a BV disappears and an Ltd will be the acquiring company, the merger process can be concisely described as follows, in order to better understand in what stage of the cross-border merger the appraisal right arises.1 The rules on cross-border mergers also involve rules on participation of employees, embodied in Dutch law by Art. 2:333k DCC. As these rules are not of relevance to this study, they will be disregarded hereafter.
According to Dutch law, a legal merger has the result that the disappearing company will cease to exist upon the merger taking effect, without being liquidated. The acquiring company acquires all assets and liabilities of the disappearing company automatically by universal succession of title (verkrijging onder algemene titel).