In the complex world of corporate law, internal conflicts and disputes within companies can have serious consequences for a company’s continuity and success. Corporate litigation focuses on advising and litigating these disputes within legal entities or partnerships. Conflicts can arise between companies, foundations and the parties involved such as directors, shareholders, certificate holders and supervisory directors. At Guldemond Lawyers, we have extensive experience in preventing and resolving these legal issues, striving for quick and effective results.

Expertise in inquiry proceedings at the Enterprise Chamber

An important tool in our practice is the inquiry procedure at the Enterprise Chamber of the Amsterdam Court of Appeal. The Enterprise Chamber is a specialized court that focuses exclusively on disputes within corporations. This procedure offers a unique and efficient way to break down stalled relationships within a company and address possible mismanagement.

Conditions for initiating an inquiry procedure

It is important to note that not just anyone can initiate inquiry proceedings. The law has specific requirements for authority to make such a request:

• The legal entity itself: the company itself, through its management or supervisory board, can initiate an inquiry procedure if they believe it is in the company’s interest.
• Shareholders or certificate holders: shareholders or certificate holders who together represent at least 10% of the issued capital, or hold shares with a nominal value of at least €225,000, may file a request for an inquiry.
• The works council: in certain cases, the works council can submit a request for an inquiry, for example, if there are serious concerns about the policies and practices of the company.
• Trade unions: unions representing the interests of employees can file a petition of inquiry under specific circumstances.
• The Public Prosecutor’s Office: in exceptional cases, the Public Prosecutor’s Office may submit a request for an inquiry, particularly if there is a serious public interest.

Two stages of the inquiry process

The inquiry procedure has two stages:

1. Investigation phase: in this first phase, an interested party requests the Enterprise Chamber to investigate the policy and affairs of the company. The Enterprise Chamber assesses whether there are valid reasons to doubt a correct policy. If so, an independent investigator will be appointed to examine the relevant facts and circumstances.
2. Decision phase: upon completion of the investigation, the investigator presents a report to the Enterprise Chamber. On this basis, the Enterprise Chamber assesses whether there is mismanagement. If mismanagement is found, the Enterprise Chamber can take drastic measures, such as the dismissal of directors or supervisory directors, the annulment of resolutions or even the dissolution of the company.

Instant features for quick results

A powerful aspect of the inquiry procedure is the ability to make immediate provisions. These are temporary measures that can be imposed early on to create immediate calm and prevent further damage. Examples include:

• Suspension of directors or supervisory directors: to prevent them from negatively influencing the company during the investigation.
• Appointment of temporary director or commissioner: to strengthen the board and ensure continuity.
• Limitation of powers: for example, suspending certain decision-making powers of organs within the company.

These provisions can be realised at very short notice, achieving quick results and protecting the interests of the company and its stakeholders.

Specialization and expertise of the Enterprise Chamber

The Enterprise Chamber consists of specialised judges and experts in corporate law and business management. This combination of legal and business expertise ensures that complex corporate disputes are assessed thoroughly and effectively. The involvement of experts contributes to a deep understanding of the business context and leads to well-considered decisions that do justice to all the interests involved.

Practical examples of survey procedures

Survey procedures are used in a variety of situations, such as:

• Breach of trust between shareholders: for example, when majority shareholders make decisions that are detrimental to minority shareholders.
• Suspected mismanagement: if there are signs of fraud, conflicts of interest or other forms of mismanagement.
• Impasse in decision-making: when directors or shareholders structurally disagree and business operations stagnate.

Through our experience with various cases, we can give you insight into how the inquiry procedure can provide a solution in your situation.

What can you turn to Guldemond Advocaten for in the area of corporate litigation?

We offer legal assistance in a variety of situations, including:

• Inquiry proceedings: guidance on preparing and filing a request for inquiry proceedings, including representation at hearings and support during the investigation.
• Disputes between shareholders, directors and supervisory directors: advising and litigating in conflicts over strategic decisions, profit distributions, succession or governance issues.
• Buyout and dispute resolution: support in procedures to buy out shareholders or settlement of irreconcilable differences.
• Directors’ liability: representation in cases where directors are held personally liable for damages resulting from improper management.
• Takeover disputes: guidance on conflicts arising during mergers and acquisitions, such as disputes over pricing, warranties or non-performance of agreements.
• Opposition to merger or demerger: legal assistance in filing opposition to proposed mergers or demergers that may be detrimental to minority shareholders or other stakeholders.
• Appointment and dismissal of directors and supervisory directors: advising on the legal procedures and rights in the event of appointment or dismissal, and conducting any legal proceedings in this regard.
• Disputes between partners in a partnership or joint venture: guidance on conflicts over profit distribution, management decisions or termination of cooperation.
• Co-determination disputes: legal assistance to works councils and client councils in disputes over co-determination and participation.

Mediation and amicable settlement

In addition to litigation, we can also guide you through mediation processes or negotiations to reach an amicable settlement. This can save time and cost and help restore disturbed relationships. Our experience shows that in some cases a resolution outside the courtroom is preferable and leads to a more sustainable outcome.

Advice about corporate governance and prevention

To avoid conflicts, we advise companies on setting up good governance structures. This includes drafting clear articles of association, shareholder agreements and regulations. By establishing clear agreements and procedures, many disputes can be avoided. We help you with:

• Implementation of governance codes: applying best practices in corporate governance.
• Drafting agreements: creating clear and legally watertight documents that establish the rights and obligations of all parties.
• Training and Workshops: educate directors and commissioners about their responsibilities and the legal frameworks.

International companies and foreign shareholders

In a globalised economy, many companies deal with international structures and foreign shareholders. The inquiry procedure can also be applied in companies with international elements. We have experience in assisting proceedings involving foreign parties and can advise you on specific areas of concern, such as:

• International jurisdiction: assessing the jurisdiction of Dutch courts in international disputes.
• Applicable law: analysis of which laws apply to your situation.
• Communication with foreign parties: bridging language and cultural differences to achieve effective resolution.

Recent developments and case law

Corporate law is constantly evolving. We closely monitor the latest case law and legislation so that we can advise you according to the most up-to-date insights. Recent decisions by the Enterprise Chamber and changes in legislation may affect your position and the options available to you. By staying up-to-date, we can provide you with the most effective advice.

Cost and duration of survey procedure

The duration of an inquiry process can vary, but because of the possibility of immediate relief, results can be achieved quickly. The process is as follows:

• Filing of the petition: this can be prepared and filed at short notice.
• Session for immediate relief: often within a few weeks of filing.
• Investigation phase: the duration depends on the complexity of the case, but can last from a few months to more than a year.
• Decision phase: the investigation is followed by the final decision of the Enterprise Chamber.

We are happy to give you an insight into the expected timelines and costs so that you can make informed decisions. Costs depend on factors such as the complexity of the case, the work required and any external costs, such as those of an investigator appointed by the Enterprise Chamber.

Our approach: personal, expert and results-oriented

We understand that corporate disputes are not only legal issues, but also have emotional and business implications. Therefore, we take a personal and committed approach, keeping in mind the human aspects and interests of your business. Our lawyers combine legal expertise with practical experience, enabling us to effectively advise and guide you towards resolution.

Why choose Guldemond Lawyers for corporate litigation?

• Specialist knowledge and experience: our lawyers specialize in corporate law and have years of experience with complex corporate disputes and proceedings before the Enterprise Chamber.Specialist knowledge and experience: our lawyers specialize in corporate law and have years of experience with complex corporate disputes and proceedings before the Enterprise Chamber.
• Act quickly and efficiently: we understand the importance of quick results and are adept at using the inquiry process effectively and obtaining immediate relief.
• Tailored strategic advice: we offer strategic legal advice tailored to your specific situation and business goals, addressing both legal and commercial considerations.
• Committed and personal approach: we value working closely with our clients and strive for clear communication and transparency throughout the process.
• Successful track record: our successful use of the inquiry process and other corporate litigation tools is testament to our expertise and dedication to achieving the best results for our clients.

Contact

Are you dealing with internal conflicts within your company, suspecting mismanagement or looking for legal assistance with corporate disputes? If so, please contact Guldemond Advocaten.