9.4 Expectations and afterword

I agree with the Commissie Vennootschapsrecht (Company Law Committee) that the lack of the right to vote on the share without voting rights may lead to instability in the balance of power in the general meeting. All sorts of issues can be decided in the general meeting which were not anticipated at the establishment of the BV. This could lead to greater pressure on the judiciary because the shareholder without voting rights feels cornered. Such a shareholder might lean towards nullification of resolutions of the general meeting or the management board based on a conflict with the principle of corporate reasonableness and fairness pursuant to Article 2:8 CC or towards requesting an inquiry or demanding a resignation.1 The introduction of the flex-BV has increased the freedom in setting up a BV and its articles of association. More freedom creates more responsibility for everyone involved with the BV, and more particularly towards the provider of capital without voting rights. Thinking about the shareholder without voting rights, the legal instruments I have outlined enable him to assert himself and to influence the internal relationships. His opportunities will increase even further if my recommendations for the improvement of the law are adopted by the legislator.

In conclusion, I would like to make a general remark. The short title of the law is: ‘Act on simplification and greater flexibility of private companies with limited liability (BV)’. I think it is quite obvious that the new Private Company law will be more flexible, but – if all the possibilities that the law has to offer will be used – it will definitely not be simpler.