9.1 Introduction

On the introduction of the Act on simplification and greater flexibility of private companies with limited liability (BV) (Wet vereenvoudiging en flexibiliseringBV-recht) and the Implementation act on simplification and greater flexibility of private limited companies on 1 October 2012, Dutch law was introduced to shares without voting rights. This was the reason for my research. Forty years of arguments in favour of this class of share had preceded it. The legislator could not get around the need for this class of share. In general, developments in Europe, based on case law and for reasons of the competitive position of the Dutch BV, forced Dutch law governing private limited companies to become more flexible. I refer to Chapter 2.

In Chapter 3, I surveyed the classes of shares and related legal concepts. Based on my inventory of classes of shares and related legal concepts, I have concluded that the legal concepts without voting rights in the BV may be: (i) shares without voting rights, (ii) depositary receipts (with or without the right to attend general meetings), (iii) shares whereby the right to vote has been transferred to the usufructuary, (iv) shares whereby the right to vote has been transferred to the pledgee, and (v) certificates. The holder of any of these legal concepts may be seen as a ‘provider of capital without the right to vote’. I have focused my research on this provider of capital.

In section 9.2, my conclusion is an answer to the questions I formulated in Chapter 1. These questions are:

In section 9.3, I will offer some recommendations for improvement of the law. In section 9.4, I conclude with expectations and a final remark.