In disputes within companies, the stakes are often high.
In disputes within companies, the stakes are often high.
Corporate litigation covers disputes about control, management and relationships within businesses. Sometimes swift interim measures are needed; sometimes the objective is a permanent share transfer or damages. Guldemond Advocaten represents businesses, shareholders, directors and supervisory directors. We combine corporate law with litigation strategies that account for financing, continuity and the practical feasibility of a solution.
Inquiry proceedings, statutory shareholder dispute proceedings and liability proceedings serve different functions. The first may provide investigation and restoration of relationships; the second may, subject to conditions, result in a compulsory share transfer; damages may require a separate claim. Not every conflict automatically belongs before the Enterprise Chamber.
We first examine the articles of association, shareholders’ agreement, board resolutions and correspondence. Deadlines, access to information and the client’s standing to apply must also be assessed. In a joint venture or family business, the collaboration’s background often matters to the legal assessment.
The Enterprise Chamber may order an investigation where there are well-founded reasons to doubt proper policy or the proper conduct of affairs. Statutory standing requirements apply. Objections generally must first have been communicated in writing to the board and any supervisory board, with an opportunity to investigate and take measures.
Inquiry proceedings may concern deadlocked decision-making, inadequate information, conflicts of interest or a disrupted collaboration. A commercial disagreement alone is insufficient. The application must substantiate the specific events, objections and measures sought.
If the legal entity’s situation or the interests of the investigation require it, the Enterprise Chamber may order immediate measures. Examples include suspending a director, appointing a temporary director or temporarily transferring shares for management purposes. The measure must suit the problem and may significantly affect control.
Following the investigation, mismanagement may be established in a subsequent phase and statutory measures ordered. Ordering an investigation therefore does not yet establish mismanagement. Nor is a temporary transfer for management purposes the same as a permanent share sale. The Enterprise Chamber publishes its working methods and procedural rules.
Since 1 January 2025, the Enterprise Chamber has heard applications under the amended statutory shareholder dispute procedure at first instance. Subject to statutory conditions, expulsion may compel a shareholder to transfer shares. Withdrawal allows a shareholder, in certain circumstances, to require others to purchase their shares. The statutory criteria and valuation must be substantiated separately.
This procedure differs from a statutory squeeze-out by a shareholder holding at least 95% of issued capital, for which additional requirements may apply. A voluntary purchase or contractual exit arrangement also remains possible. We compare routes by feasibility, time, financing and scope to resolve associated disputes.
A resolution may be defective because it conflicts with statutory or constitutional rules, or because of how it was adopted. Nullity and voidability have different legal consequences. Short expiry periods may apply to annulment claims. Have a disputed resolution examined promptly.
Where directors face allegations, we also assess whether a separate liability claim is available. A finding of mismanagement does not automatically create personal liability for all loss. See directors’ liability. Dismissal of a statutory director also requires coordination with their employment position.
A settlement must resolve more than the share price. Consider warranties, management fees, loans, information, security, discharge and continuation of customer relationships. Clarify which claims are waived and which remain. Broad final discharge without understanding the underlying claims may create new problems later.
We conduct negotiations and, where needed, use interim relief proceedings or other measures to protect urgent interests. Litigation forms part of the solution rather than being an objective in itself.
No. An inquiry may produce an investigation and measures, but is not a general route to a permanent share transfer. The appropriate mechanism and conditions must be examined for that purpose.
Often, provided it aligns with the articles and statutory rules. Arrangements on information, deadlock and valuation matter. Read more about shareholders’ agreements.
Contact us when decision-making stalls, information is refused or a significant decision is announced. We identify which documents and deadlines require attention first and which route may achieve the intended outcome.
