Deviations from the ‘One Share, One Vote’ Principle in the Netherlands. Legal and Empirical Considerations

In this article, we examine the legal and practical landscape for multiple and loyalty voting structures under Dutch company law. We first outline the mechanisms available to listed N.V.s, focusing on dual-class and loyalty shares. We then provide empirical insights into how these structures are used by Dutch companies listed domestically or abroad. Finally, we assess the likely impact of the EU multiple voting shares (MVS) Directive on the Dutch framework and conclude that major changes appear unlikely given the current legislative stance.

Authors

Publication Details

Journal
European Company Law
Published
2025-07-01
DOI
https://doi.org/10.54648/eucl2025018
Primary Topic
Taxation and Legal Issues
Type
article
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article

Deviations from the ‘One Share, One Vote’ Principle in the Netherlands. Legal and Empirical Considerations

Joti Roest, Harm-Jan de Kluiver
European Company Law
Taxation and Legal Issues
article

Deviations from the ‘One Share, One Vote’ Principle in the Netherlands. Legal and Empirical Considerations

Joti Roest, Harm-Jan de Kluiver
article en

Abstract

In this article, we examine the legal and practical landscape for multiple and loyalty voting structures under Dutch company law. We first outline the mechanisms available to listed N.V.s, focusing on dual-class and loyalty shares. We then provide empirical insights into how these structures are used by Dutch companies listed domestically or abroad. Finally, we assess the likely impact of the EU multiple voting shares (MVS) Directive on the Dutch framework and conclude that major changes appear unlikely given the current legislative stance.

European Company LawVol. 22(Issue 3)
Openalex Percentile: Top 76%
Taxation and Legal Issues
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Deviations from the ‘One Share, One Vote’ Principle in the Netherlands. Legal and Empirical Considerations — Joti Roest, Harm-Jan de Kluiver · European Company Law (2025) | TGRS Research Map | TGRS