PhD defence P.L. (Philippe) Hezer

Brief summary:

This thesis contains a legal study of the foundations for information rights of shareholders in current Dutch law. Information rights of shareholders (and other capital providers) play a central role in corporate governance and are discussed in virtually every corporate law dispute. This is the first book in which a comprehensive and in-depth study is made of this doctrine.

It is undisputed that shareholders should have access to information of the company. But how can an efficient allocation of that information be achieved? If shareholders have too little access to information, they risk being silenced. The functioning of the general meeting and the checks and balances within the company are then jeopardized. However, an overly broad right to information also misses its target. On the one hand, this risks disproportionately harming the intrinsic interest of the company in keeping its information confidential. On the other hand, an abundance of information can be counterproductive, because relevant information is overlooked and the rational choice becomes clouded.

This thesis seeks to find a balance between the interest of shareholders in access to information on the one hand and the interest of the company in keeping it confidential on the other. In order to find this balance, six points of view were identified that are relevant in making this balancing of interests. In this way, an attempt was made to arrive at an efficient and substantiated regulation of information rights of shareholders.