Beschermingsconstructie

A protective structure encompasses various instruments under Dutch corporate law, such as the issuance of protective preference shares, priority shares or contractual arrangements that secure control over the company in the event of a threatened takeover. These measures are often included in the articles of association or shareholders’ agreements.

The relevance of a protective structure lies in safeguarding the continuity of the company’s policy and preventing undesirable changes in control. In practice, such structures are primarily applied by listed companies to gain time for negotiations or to fend off a takeover attempt.

Although protective structures may strengthen the position of the board, they must comply with the requirements of reasonableness and fairness and the Corporate Governance Code.