They may force the company to take-over their shares

Article 2:251(1) of the Netherlands Antilles Civil Code reads as follows: “A shareholder of registered shares, whose rights or interests are prejudiced to such an extent, by the conduct of the company or one or more co-shareholders, that a continuation of his shareholding cannot reasonably be required of him, may institute a claim against the company for withdrawal, demanding that his shares be acquired against payment in cash”.

This provision may only be successfully triggered in exceptional circumstances. This could be the case if the company or co-shareholders have a structural policy aimed at harming the interests of a particular shareholder (which forces him to take legal steps on a structural basis).

This could also be the case if the company or co-shareholders are engaged in criminal activities, or if the company or co-shareholders have competing business interests with a particular shareholder in breach of certain non-compete agreements.

It should be noted, however, that mere disagreement on dividend policies, business policies, appointment of directors, failed investments, etc, does not trigger article 2:251 Netherlands Antilles Civil Code.

Karel Frielink
Attorney (Lawyer) / Partner

(13 March 2010)


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