Steinhoff Informationsforum

Das Datum (2002) des Dokuments ist schon ein wenig älter, dsw. könnte die Gesetzeslage sich in manchen Punkten inzw. geändert haben.

pure.rug.nl/ws/portalfiles/portal/120343702/minorityshh.pdf

Mit 10 % Stimmrechtsbündelung kann die SDK bereits unter die Bettdecke gucken; s. d. Hrv.:

"With regard to the inquiry proceedings, an important recent decision was given in the Bot Bouw Groep inquiry, OK 27 April 2000, JOR 2000, 127. The point of departure has long been that shareholders only possess the power to demand an inquiry into the policy of the company in which they hold shares and therefore not into the policies of subsidiaries. In the Bot Bouw Groep decision, the Enterprise Section put this principle into perspective. It ruled that the request to order an inquiry into the policy and the conduct of business of the parent company and, if necessary, of its subsidiaries could be sustained. The Enterprise Section based this decision on the statement that ‘otherwise it would be impossible to obtain a correct view of the policy and conduct of business of the parent company’. This decision means that if a group of shareholders who provide at least 10% of the issued capital in the parent company suspect that this parent company is using subsidiaries to harm the legitimate interests of minority shareholders in the parent company, it may demand an inquiry in which the policies and the conduct of business of the subsidiaries are also the subject of the inquiry. Even though this decision reveals a tendency towards a more ‘corporate group’-like approach to the inquiry proceedings, it is still unclear to what extent the minority shareholder in the subsidiary can also make the policy of the parent company the subject of the inquiry." (S. 90f.)

(Ideal wäre natürlich eine Sperrminorität auf der HV)

Auch brandaktuell; s. Fettdruck:

"Section 2:181(71) subsection 2
These sections give an additional right to minority shareholders. This right can be
characterised as a positive right but will be discussed here because it is attached to the
right embedded in section 2:18. When a public or a private limited company is
converted into an association, a co-operative or an insurance guarantee company one
loses the quality of shareholder and becomes a member. Because this conversion
fundamentally changes one’s proprietary rights position, section 2:181(71) offers any
shareholder who has not consented to the conversion resolution the right to request
that the companyindemnify him for the loss of his shares.

Even though section 2:181(71) subsection 2 does not mention the conversion into a
foundation, several writers have argued that the same protection for minority shareholders
also exists when a public or private company is converted into a foundation. Logic seems to
demand this, since conversion from an NV or BV into a foundation has a comparable affect
on one’s proprietary rights position, even though it is legally impossible to become a member
of a foundation. The legal impossibility to become a member of a foundation is in our opinion
also the reason why subsection 1, which states that on the conversion of company limited by
shares under section 2:18 into an association, co-operative or mutual insurance company each
shareholder shall become a member unless he has demanded indemnification, does not
prevent an analogous application of subsection 2 on the conversion into a foundation." (S. 25)

pure.rug.nl/ws/portalfiles/portal/120343702/minorityshh.pdf