Welfare, Fairness and the Role of Courts in a Simple and Flexible Private Company Law

Abstract

The author highlights the pivotal role of justice in flexible and simple corporate law. He focuses on the significance of the notion of reasonableness and fairness in corporate law and on the way in which the fundamental rights embodied in the European Convention on Human Rights influence the relations between the shareholders within a company. He is of the opinion that reasonableness, fairness and fundamental rights will remain lasting elements of Dutch company law. A consequence of this trend is that courts will play a pivotal role in corporate law.