RIGHTS OF MINORITY SHAREHOLDERS INTHENETHERLANDS positive and negative rights. By positive rights we mean the ability to initate policies by the company that would not have been pursued without the initiative(see nos 15-20). By contrast, negative rights refer to the possibility fora minority shareholder a group of minority shareholders to block a resolution that is desired by the majority(nos 21-26 ). In addition to these two categories we can mention a third: that of the so-called norma lising minority rights. These are rights that the minority shareholder can exercise to force the company to comply with statutory provisions or the articles of tion. In this report we will not treat these rights as a separate ategory since Dutch com pany lawdoes not conta in many ofthem2 In this report Chapters II and Ill give general overview of minority rights in the Dutch legislation. Chapters IV, V and vi deal with specific aspects of minority protection. The report ends with a conclusion. In this report decisions from the Enterprise Section of the Amsterdam Court of Appeal will be indica ted with OK (Ondernem ingskamer) Decisions of the Supreme Court of the Netherlands wille be indicated with HR (Hoge Raad). Their most important decisions are published in the Nederlandse Jurisprudentie(N)en Jurisprudentie, Onderneming en Recht (JOR) nd referred to by year of publication and by case number With BV we mean the Dutch variant of the private limited company, with NV the public lim ited company Rules protecting minority shareholders 2.1 Methods ofprotection of minority shareholders In Dutch company aw, rules protecting minority shareholders are mainly but not exclusively statutory in nature. As a result of the fact that minority shareholder protection has never received much attention, protection provisions are found scattered over several sources. both in hard lw and in soft law. Another distinction that can be made is between prov isions that provide minority protection in e narrow sense, usually giv ing shareholders certain rights and a remedy to effectuate these rights, and rules that are primarily directed at improving the availa bility of infomation and of market transparency. This second set of rules usually has a side-effect an improvement in the position of minority shareholders We will refer to this method of protection as protection in the broad sense. We will now discuss eight sources of minority shareholder protection 2.2 Book 2 ofthe Dutch Civil Code Book 2 of the Dutch Civil Code which regulates the legal persons, such as the BV and the nv, may be regarded as the most important source forminority shareholders protection. It can be characterised as hard law and provides protection in the narrow sense. Perhaps its most fundamental prov ision offering protection for minority shareholders is section 2: 201(92) which prov ides for equal protection of the shareholders(see further nos 27-29) We can mentonsection 2: 222(112 ), sections 999-1002 of the Code of Civil Procedure and to tain extent. sections 2: 345-359 and 2: 15-16RIGHTS OF MINORITY SHAREHOLDERS IN THE NETHERLANDS 3 positive and negative rights. By positive rights we mean the ability to initiate policies by the company that would not have been pursued without the initiative (see nos 15-20). By contrast, negative rights refer to the possibility for a minority shareholder or a group of minority shareholders to block a resolution that is desired by the majority (nos 21-26). In addition to these two categories we can mention a third: that of the so-called normalising minority rights. These are rights that the minority shareholder can exercise to force the company to comply with statutory provisions or the articles of association. In this report we will not treat these rights as a separate category since Dutch company law does not contain many of them2 . In this report Chapters II and III give general overview of minority rights in the Dutch legislation. Chapters IV, V and VI deal with specific aspects of minority protection. The report ends with a conclusion. In this report decisions from the Enterprise Section of the Amsterdam Court of Appeal will be indicated with OK (Ondernemingskamer) Decisions of the Supreme Court of the Netherlands wille be indicated with HR (Hoge Raad). Their most important decisions are published in the Nederlandse Jurisprudentie (NJ) en Jurisprudentie, Onderneming en Recht (JOR) and referred to by year of publication and by case number. With BV we mean the Dutch variant of the private limited company, with NV the public limited company. 2 Rules protecting minority shareholders 2.1 Methods of protection of minority shareholders In Dutch company law, rules protecting minority shareholders are mainly but not exclusively statutory in nature. As a result of the fact that minority shareholder protection has never received much attention, protection provisions are found scattered over several sources, both in hard law and in soft law. Another distinction that can be made is between provisions that provide minority protection in the narrow sense, usually giving shareholders certain rights and a remedy to effectuate these rights, and rules that are primarily directed at improving the availability of information and of market transparency. This second set of rules usually has as a side-effect an improvement in the position of minority shareholders. We will refer to this method of protection as protection in the broad sense. We will now discuss eight sources of minority shareholder protection. 2.2 Book 2 of the Dutch Civil Code Book 2 of the Dutch Civil Code which regulates the legal persons, such as the BV and the NV, may be regarded as the most important source for minority shareholders protection. It can be characterised as hard law and provides protection in the narrow sense. Perhaps its most fundamental provision offering protection for minority shareholders is section 2:201(92) which provides for equal protection of the shareholders (see further nos. 27-29). 2. We can mention section 2:222(112), sections 999-1002 of the Code of Civil Procedure and to a certain extent, sections 2:345-359 and 2:15-16