For tax reasons, international joint ventures are often structured by using a Dutch private limited liability company. As such, the joint venture company is governed by its mandatory articles of association. Besides the articles of association, the joint venture partners (shareholders) usually also enter into a separate joint venture or shareholders' agreement to regulate the affairs of the joint venture and the obligations of each shareholder. Such agreements do not necessarily need to be governed by Dutch law, but can be governed by the laws of any jurisdiction. Regardless of what law governs the joint venture agreement, recent Dutch case law shows that shareholders can be forced to dilute.
Source/author: The inhouse Lawyer May 2012 - Taco Heerkens Thijssen
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