The provider of capital without voting rights of the Dutch private company with limited liability
PhD student: Dr R.A. Wolf
Promotors: Prof C.A. Schwarz, Dr J. Hamers
Duration: 1/7/2010 - 31/5/2013
PhD defence: Maastricht, 31/5/2013
On October 1st, 2012 the Wet vereenvoudiging en flexibilisering BV-recht (Act Simplification and Flexibilisation of Dutch private companies with limited liability - Flex BV Act) and the Invoeringswet vereenvoudiging en flexibilisering BV-recht (Implementation Act of the Flex-BV Act) entered into force. Among other changes, non-voting shares are introduced for private companies with limited liability in Dutch corporate law. That is the reason for this research. For more than 40 years there was a plea to introduce non-voting shares in Dutch corporate law. The legislature could not deny this plea and the need in law practice for non-voting shares. More in general, European developments - such as case law of the European Court of Justice on the freedom of establishment of legal entities and the competitiveness of the Dutch private company with limited liability compared to legal entities in other European countries - forced the Dutch legislature to change corporate law on Dutch private company with limited liability (BV). From an inventory of classes of shares and related legal concepts follows that the legal concepts without voting rights in the BV are: (i) non-voting shares, (ii) depositary receipts with or without meeting rights, (iii) shares of which the voting right is transferred to the usufructuary, (iv) shares of which the voting right is transferred to the pledgee and (v) participation certificates. The holder of one of these legal concepts can be regarded as a provider of capital without voting rights. My research focuses on these providers of capital. The main questions of my research are: 1. What is the relationship of the provider of capital without voting rights to: a. the company; b. the management board of the company; c. other providers of capital of the company with voting rights in the general meeting? 2. Which rights, obligations and standards influence these relationships in general? 3. In which manner could the provider of capital without voting rights influence these relationships, exercise his rights and secure his interests?