In disputes within companies, the stakes are often high.
In disputes within companies, the stakes are often high.
In disputes within companies, the stakes are often high. We have a keen eye for the dynamics of corporate law proceedings.
The Enterprise Chamber of the Amsterdam Court of Appeal is a unique institution in the Netherlands for resolving corporate legal disputes. This special division of the Court of Appeal is composed of highly experienced Justices and is supported by lay judges, known as “Raden”, who are often accountants or business professionals. Proceedings are relatively swift, and due to the Chamber’s expertise, broad legal powers, and decisiveness, it is the forum of choice for finding effective solutions that serve the best interests of the company.
We have extensive experience with the “enquêteprocedure” (investigation procedure), which makes it possible, for example, to compel full disclosure in the short term through a far-reaching expert investigation. Because there is often a serious underlying issue before such proceedings are initiated, it is also possible to request far-reaching interim measures, such as the temporary suspension of directors, the compulsory temporary transfer of shares, the appointment of independent directors, or deviations from the articles of association. These measures frequently lead to a resolution even at this stage. Once an investigation report has been issued, it is also possible to request a formal finding of “wanbeleid” (mismanagement) and to seek far-reaching final remedies, such as the annulment of decisions, dismissal of directors or supervisory board members, and the compulsory transfer of shares.
Conflicts among shareholders can cripple a company. It is for this very reason that the Enterprise Chamber is frequently called upon.
Buyout Proceedings / Dispute Resolution
We assist both majority and minority shareholders with statutory buyout proceedings under the Dutch dispute resolution mechanism, share price determination, valuation issues, and negotiations regarding voluntary buyouts. As of 1 January 2025, the law offers more practical options for squeeze-out and exit proceedings.
Administrative disputes
Conflicts at board level require quick and effective action. We advise on the suspension and dismissal of directors (including employment law aspects), conflicts of interest, liability issues, and corporate governance matters.
Strategisch procederen
n corporate law proceedings, it is essential to look beyond the purely legal aspects. We therefore always take into account commercial interests, reputational impact, stakeholder management, and, above all, the timing and manner of any escalation. Where appropriate, we also engage external experts, such as public affairs advisers and corporate finance specialists.
Prevention is better than cure. Drawing on our practical and litigation experience, we provide proactive advice on governance structures, shareholder agreements, articles of association, and the preparation and documentation of decision-making processes.
In the context of international enterprises, additional considerations come into play, such as applicable law, jurisdiction, and the enforceability of court decisions – not to mention cultural factors that influence both expectations and outcomes.
We are familiar with a wide variety of industries, ranging from heavy industry to social media companies, as well as with different types of businesses at various stages of their development and with their stakeholders. That is why we take into account the specific dynamics of family-owned businesses, private equity investments, publicly listed companies, business collaborations, start-ups and scale-ups, and of course the nature and personality of the entrepreneur and the director.
