Principles of Prevailing Dutch Company Law

Abstract

Dutch company law is undergoing tumultuous times. Much is changing in the legislation, for example, a major revision of private limited company law is imminent. The courts are constantly presented with an increasing number of difficult issues. It is precisely in such times that there is a need for guiding ideas, and I went searching for them. In this paper, I have relied on the American theory of pragmatism to help find a method to trace principles of law (section 1). I present nine principles of Dutch company law (section 2) and finally enlist the aid of these principles to solve a problem of present Dutch company law (section 3). Based on these principles, I take a fresh look at Dutch company law. In my search, I came to the conclusion that, as a result of the increasing importance of ‘duties of care’, it is becoming less important who does and who does not belong to the company. To ensure that courts review the actions of corporate executives with restraint, I consider it important to make a distinction between standards of conduct and standards of liability.