TIMMERMAN DOORMAN Except as is otherwise provided for in the articles, all shares shall rank pari passu in proportion to the A company limited by shares must treat shareholders and holders of depository receipts whose circumstances are equal in the same manner. Other im portant provisions for the protection of minority shareholders in Book 2 are sections 2: 15 about the nullification of resolutions, section 2: 220(1 10)about the right for shareholders who together hold a certa in percentage of the shares to convene a general meeting of shareholders, section 2: 343 prov id ing 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(no. 33), and section 2: 344-359 about the right to demand an inquiry(nos 30-31) 2.3 Book 3 of the Dutch Civil Code: class action Book 3 of the Dutch Civil Code, on property law in general, contains several im portant prov isions for m inority shareholders For m inority shareholders in Book 3 Is section 3: 305 relevant. This section allows minority shareholders to organise into an association or a foundation and to have the entity bring an action against the company for the benefit of the collective. It is not possible for the entity to sue for damages but it is able to request a declaratory judgement. With this declaratory judgement, the individuals involved can then sue for damages. An association or foundation is entitled to initate a class action if the association or foundation according to its articles of association and in practice, protects the same interest as the interest of the indiv iduals that has been violated and that the interests are fit for undling. Representativeness is not a condition or a hurdle, especally not when the association or foundation lim its its actions to its members. Section 3: 305a reduces the cost of litigation. These costs can be high, caused among other things by the obligation to be represented by counsel and the danger of being ordered to also pay the other party slegalcosts 2.4 Code ofcivil Procedure This book conta ins three relevant sets of provisions for the protection of minority shareholders. These are first sections 999-1002. which concern the annual accounts the annual report and the infomation that has to be added to the accounts and the report. Any affected party can demand that the company alter the aforementioned documents and bring them into line with a legal injunction, provided by the Enterprise Section of the Amsterdam Court of Appeal. Refusal to do so is a crim inal offence. Second, section 2 14 offers minority shareholders the opportunity to request a provisional exam ination of witnesses in preparation for proceedings which are eing considered. Finally, section 84a offers minority shareholders the opportunity to demand in court that they will be allowed to inspect a private instrument Section 2- 201 is the relevant section for the Bv section 92 for the nvTIMMERMAN/DOORMAN 4 Section 2:201(92):3 Except as is otherwise provided for in the articles, all shares shall rank pari passu in proportion to their amount. A company limited by shares must treat shareholders and holders of depository receipts whose circumstances are equal in the same manner. Other important provisions for the protection of minority shareholders in Book 2 are sections 2:15 about the nullification of resolutions, section 2:220(110) about the right for shareholders who together hold a certain percentage of the shares to convene a general meeting of shareholders, section 2:343 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 (no. 33), and section 2:344-359 about the right to demand an inquiry (nos 30-31). 2.3 Book 3 of the Dutch Civil Code; class action Book 3 of the Dutch Civil Code, on property law in general, contains several important provisions for minority shareholders. For minority shareholders in Book 3 is section 3:305 relevant. This section allows minority shareholders to organise into an association or a foundation and to have the entity bring an action against the company for the benefit of the collective. It is not possible for the entity to sue for damages but it is able to request a declaratory judgement. With this declaratory judgement, the individuals involved can then sue for damages. An association or foundation is entitled to initiate a class action if the association or foundation, according to its articles of association and in practice, protects the same interest as the interest of the individuals that has been violated and that the interests are fit for bundling. Representativeness is not a condition or a hurdle, especially not when the association or foundation limits its actions to its members. Section 3:305a reduces the cost of litigation. These costs can be high, caused among other things by the obligation to be represented by counsel and the danger of being ordered to also pay the other party s legal costs. 2.4 Code of Civil Procedure This book contains three relevant sets of provisions for the protection of minority shareholders. These are first, sections 999-1002, which concern the annual accounts, the annual report and the information that has to be added to the accounts and the report. Any affected party can demand that the company alter the aforementioned documents and bring them into line with a legal injunction, provided by the Enterprise Section of the Amsterdam Court of Appeal. Refusal to do so is a criminal offence. Second, section 214 offers minority shareholders the opportunity to request a provisional examination of witnesses in preparation for proceedings which are being considered. Finally, section 843a offers minority shareholders the opportunity to demand in court that they will be allowed to inspect a private instrument. 3. Section 2:201 is the relevant section for the BV; section 92 for the NV