If a third party damages a company through a contractual breach or an unlawful act, this can cause the company’s
The portion of registered capital of a private or public limited company
» Meer over share shares to lose value. The doctrine of derivative loss (doctrine) The indirect damage a shareholder suffers by this third party’s action.
» Meer over derivative loss (doctrine) derivative loss refers to the indirect damage suffered by a shareholder as a result of this depreciation.
The debate is whether the shareholder in such a situation has an independent right of action for damages against the relevant third party. For example, against the director whose mismanagement damaged the company.
It follows from case law that in the Netherlands – unlike in the US or UK – a shareholder does not, in principle, claim damages himself. This right is reserved for the company itself. Only in exceptional cases is the shareholder personally entitled to compensation. These must be situations where the third party has violated a specific standard of due care towards the shareholder.