On December 19, 2008, Professor Vino Timmerman (who is also Advocate General at the Dutch Supreme Court) delivered his oratio at the Erasmus University Rotterdam, to formally accept his chair as professor in fundamentals of corporate law. The text of the oratio, that deals with principles of prevailing Dutch corporate law, is now available in English at SSRN and is fortcoming in European Business Organization Law Review (EBOR). Here's the 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 pressed with more and more difficult issues. Precisely in such times, there is a need for guiding ideas. The author went searching for them. In this paper, the author has relied on the American theory of pragmatism to help find a method to trace principles of law (Part I). The author then presents nine principles of Dutch company law (Part II). He finally enlists the aid of principles to solve a problem of present Dutch company law (Part III). Based on principles, the author wants to consider taking a fresh look at Dutch company law. While searching, he 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 acts of corporate executives with restraint, he considers it important to make a distinction between standards of conduct and standards of liability.
Frequent readers of TDT (and my dissertation; for a review go here) will recognize elements of the abstract that were covered before in one or more posts, for example:
- the question of what the policy focus point of corporate directors should be (see, e.g., here);
- the fascinating distinction between standards of conduct, review and liability (see, e.g., here and here); and
- the relevance of the Anglo-American business judgment rule concept for Dutch corporate law (see, e.g., here), a development that is gaining strength (see, e.g., here).
This is absolutely recommended reading for those interested in issues like these, and more broadly in the fundamentals of - Dutch - corporate law.
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