PhD S.L. (Stijn) Haanschoten

Below is a brief summary of the dissertation:

My research question is: “What means are available in law to minority shareholders to protect their interests as shareholders?” I answer this question as follows. 
Minority shareholders can derive protection from the principles of reasonableness and fairness. This fundamental principle is reflected in three doctrines, being the duty of care, equal treatment of shareholders and abuse of majority power, with the doctrine of the duty of care being by far the most important. Not only has the duty of care (largely) swallowed up the other two doctrines, but this doctrine runs like a common thread within the corporate order. The doctrine is included in the standards of conduct by which the board of directors and majority shareholders must act. The minority shareholder can invoke protection of the duty of care before the courts, especially the Enterprise Chamber of the Court of Appeal of Amsterdam. However, the duty of care cannot always prevent the cooperation between the shareholders from becoming permanently disrupted. In that case, the minority shareholder can make an exit request to the Enterprise Chamber. The current exit scheme, introduced on 1 January 2025, gives the Enterprise Chamber freedom to take into account the circumstances of the case and tailor exit requests to the situation at hand. Nonetheless, I believe the legislator would do well to make a substantive adjustment to the exit scheme, so that the freedom the Enterprise Chamber has, in my view, is explicitly enshrined in the law.