MINORITY VERSUS MAJORITY SHAREHOLDERS UNDER THE LAWS OF THE NETHERLANDS ANTILLES
Several protection mechanisms available
Netherlands Antilles law provides for several important statutory rules which can protect a minority shareholder. For instance, on the basis of the principles of reasonableness and fairness incorporated in section 2:7 of the Netherlands Antilles Civil Code, a controlling shareholder has to take into consideration the interests of his fellow minority shareholders in taking decisions which affect the interests of minority shareholders.
Other examples are section 2:21 Civil Code regarding the nullification of resolutions which could be used to block a resolution that is desired by the majority shareholder (e.g. when the resolution is contrary to statutory provisions or provisions in the articles of association regulating the passing of resolutions, or when the resolution is contrary to the principles of reasonableness and fairness required under section 2:7) and section 2:129 (229) Civil Code about the right for shareholders (in case of a NV: who together hold a certain percentage of the shares) to convene a general meeting of shareholders.
Also, see section 2:251 Civil Code providing a shareholder an exit opportunity in case the continuation of his shareholding can no longer be reasonably expected of him due to the conduct of other shareholders and section 3:13 Civil Code, which contains the provision that one cannot exercise any power that one possesses to the extent that the exercise would imply abusing this power. It is an elaboration of the dictates of reasonableness and fairness of section 2:7 Civil Code.
Karel Frielink
Curacao-based Attorney (lawyer) / Partner
