Mismanagement & shareholder disputes

The enterprise chamber of the Amsterdam Court of Appeals may order an investigation into the policy and course of affairs at a company in case it assumes a justified reason to doubt the Company's policy has been correct. Immediate measures, such as the appointment or dismissal of directors or supervisory board members, the suspension of voting rights, etc., may be ordered in the interest of the company or the investigation. Typical situations in which the enterprise chamber intervenes include: deadlocks or other impasses within the company; fact finding, after bankruptcy; abuse of a controlling stake; and conflict-of-interest.

 

The litigation lawyers of Lexence have broad experience in advising and representing companies, directors, supervisory board members and shareholders in this particular area of corporate litigation.

 

Experience learns that mismanagement proceedings often concern a submerged commercial conflict that eventually results in the buyout of one or more shareholders. The litigation team regularly acts, if necessary in cooperation with NIRV experts, in squeeze-out and sell-out proceedings, dispute settlement cases, arbitration and binding advice processes, to settle these kinds of conflicts.

 

Relevant experience:

 

  • representing the trust administrator of a joint-venture company as stakeholder in  inquiry proceedings between two shareholders; 
  • representing majority shareholders in inquiry proceedings in which the minority shareholders aimed to block a company’s delisting; 

  • representing various minority shareholders in disputes with majority shareholders, concerning, among other matters, lack of transparency and financial mismanagement, resulting in an amicable buyout; 

  • effectuating emergency financing, e.g. by breaching current articles of association and shareholder agreements; 

  • various squeeze-out proceedings after a public offer is declared unconditional.
 

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