Stemscheiding

Stemscheiding, a Dutch term, refers to the separation of a person's voting rights from their direct ownership of shares in a company. This concept allows shareholders to retain economic ownership of their shares while delegating the voting power to a separate entity. This entity, often a foundation or trust, then exercises the voting rights independently.

The primary purpose of stemscheiding is to protect the independence and long-term vision of a company from the potentially short-term interests of individual shareholders. By concentrating voting power in a trusted, independent body, it can act as a defense mechanism against hostile takeovers or decisions that might not align with the company's broader strategic goals. This can lead to more stable management and a consistent corporate strategy.

Stemscheiding is typically implemented through special legal structures. The economic rights, such as dividends and capital gains, remain with the beneficial owner of the shares. However, the actual voting rights are held by the stichting (foundation) or trust, which is usually managed by individuals committed to the company's long-term interests, often independent of the current shareholder base. This separation requires a careful legal framework to ensure that the rights and responsibilities of both the economic owner and the voting entity are clearly defined. While it can enhance corporate governance and stability, it also raises questions about the extent of shareholder control and democratic principles within a company.