Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/2.4.2:2.4.2 Minority protection

Exit rights of minority shareholders in a private limited company (IVOR nr. 72) 2010/2.4.2

2.4.2 Minority protection

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.

The Council Regulation contains a limited number of rules that may protect minority shareholders. Firstly, this concerns the right of shareholders holding 5% of the voting rights to request the management body to submit a proposal for a resolution.1 Secondly, shareholders holding 10% of the voting rights have the right to request the management body to convene a general meeting.2 It is worth noting that several minority protection rules included in the Council Regulation, as proposed by the European Commission, are no longer included in the compromise proposal for a Council Regulation. The right to request the court to appoint an independent expert to investigate and to report on the findings of the investigations in the case of suspicion of serious breach of law or of the articles of association of the SPE has been deleted3 For this study, it is of interest that the initial proposal included several appraisal rights, indicated in the initial proposal as the right to withdraw. These appraisal rights have also been removed by the compromise proposal. Recital 14a of the compromise proposal now states:

Due to the differences in the national regimes as regards financial assistante to third parties, the expulsion and withdrawal of members and the general duties and liabilities of directors, these matters should be governed by national law.

In the following brief attention will be given to the appraisal rights that have been deleted by the compromise proposal.

Deze functie is alleen te gebruiken als je bent ingelogd.