Aandeelhoudersovereenkomsten. Onderzoek naar de wilsautonomie van aandeelhouders in nv en bv(ba)

Shareholders enter into agreements about the exercise of their membership and pecuniary rights and the transferability of their shares. By doing so, they influence the functioning of the company and the composition of the group of shareholders. Shareholders' agreement thus also affect, at least indirectly, the interests of non-contracting shareholders and creditors. Contracts, however, are not subject to the same rules as the articles of associations. Shareholders' agreement are not necessarily concluded between all shareholders unanimously or by a qualified majority of shareholders. Moreover, they are not necessarily notarized and are generally not publicly disclosed. Shareholders' agreements are concluded "in the wings of the company". This specific position means that courts and scholars encounter difficulties in determining the legal regime of shareholders' agreements. Such legal regime entails five questions:1. Are shareholders' agreements principally valid?2. Under which conditions are shareholders' agreements valid?3. What are the legal consequences for third parties, i.e. non-contracting shareholders, the company and subsidiaries?4. What is the relation vis-à-vis the articles of association?5. Which remedies are available in case of violation?These questions are closely connected to each other and should be answered departing from a general theory of shareholders' agreement. My thesis aims at developing such general theory. The aim is twofold. First, it allows to complete and interpret the current statutory regime on shareholders' agreement, which the Belgian lawmaker developed in 1991 and 1995. Second, it allows to evaluate this statutory regime.

Publication year:2018

Accessibility:Open