Question 1 Bohemian Mercury NV is a Dutch music label company situated in Amsterdam. The board of directors consists of Roger, John and Brian. The shares (all bearer shares) are held by Freddie (30%), Jim (20%), Paul (10%), Mary (10%) and several other investors. The supervisory board consists of Deacon, Taylor and May. In the articles of association of Bohemian Mercury NV it is mentioned that the authorised capital is € 950.000,-, while the subscribed capital is € 850.000,-. According to principle 6.1 of the articles of association, the board of directors of Bohemian Mercury NV has the power to increase the company's capital by issuing new shares for the coming five years. Also the power to withdraw the pre-emptive rights of the shareholders in case of increase of capital by issuing new shares is delegated to the board of directors for the same time period. According to the last annual account, the reserves held by the company are € 140.000,-.

Bohemian Mercury NV is doing very well businesswise; according to the last annual account the net assets are € 1.200.000,-! Because of the flourishing business it is decided that € 250.000,- will be distributed to the shareholders of Bohemian Mercury NV.

a.    Is this decision to distribute dividends to the shareholders allowed under EU law? Please answer from an EU perspective, motivate and name the legal source(s)! (max 5 points).

At one point, the board of directors of Bohemian Mercury NV thinks it is time to expand their business. They start looking for interesting companies in the music industry for a collaboration. One particular company catches their eye: Innuendo NV, situated in Rotterdam. Roger, John and Brian start to negotiate with the board of directors of Innuendo NV about Bohemian Mercury NV acquiring Innuendo NV. Soon, both boards start to draw a merger plan. Freddie and Paul are wondering whether they have a say in the whole merger process as well.

b.    Who is able to decide upon/approve the intended merger on behalf of Bohemian Mercury NV? Please answer from an EU perspective, motivate and name the legal source(s)! (max. 5 points).

Question 2

The board of Bohemian Mercury NV has also found another party interested in merging: Bowie GmbH, a German private limited liability company.

a.    Is it possible for Bohemian Mercury NV and Bowie GmbH to merge into an SE? Please answer from an EU perspective, motivate and name the legal source(s)! (max. 2 points).

As already mentioned, the shares of Bohemian Mercury NV are all bearer shares and are held by Freddie (30%), Jim (20%), Paul (10%), Mary (10%) and several other investors.

b.    Please explain the concept of bearer shares and explain why the European Union wants to abolish them (max 3 points).

Contrary to Bohemian Mercury NV, the company of Roger's son, Drumz NV, is not doing well. Furthermore, Hutton, the 100% shareholder of Drumz NV, is planning to make a career switch: instead of being a businessman he prefers to actually use his custom made drumsticks: Hutton joins the band Ga Ga. Both Hutton as a shareholder and the board of directors of Drumz NV (consisting of Bowie, Steve and Galileo) decide that it is best to end Drumz NV. During a business meeting with his legal advisor, Bowie heard something about the possibility to 'turbo liquidate' a company.

c.      Who is able to decide to 'turbo liquidate' a company in The Netherlands and under what circumstances is this possible? Please answer from a national perspective, motivate and name the legal source(s) (max. 5 points).

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