Minderheidsaandeelhouder
minority shareholder
A minority shareholder is a shareholder who holds less than 50% of the shares in a company and therefore does not have decisive influence over its policy.
A minority shareholder holds an interest representing less than a majority of the voting rights in a company. As a result, the shareholder cannot independently determine matters such as the appointment of directors or the adoption of the annual accounts.
This position is significant because Dutch law and case law afford specific protective mechanisms, including the right to information, the right to petition the Enterprise Chamber for an inquiry, and the ability to seek withdrawal or expulsion in the event of serious conflicts of interest.
In practice, minority shareholders frequently enter into shareholders’ agreements to secure additional rights, such as veto rights over material decisions or exit arrangements upon a sale of the business.
“The minority shareholder petitioned the court for access to the company’s books and records, suspecting that the majority shareholder had unlawfully enriched himself.”
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