Corporate litigation concerns all the legal disputes involving corporations, their shareholders and any other of their bodies (such as the management, supervisory board, and employees or the works council). The Dutch lawyers with AMS attorneys have a broad experience in corporate litigation. Our lawyers act both on behalf of companies, their management and (activist) shareholders.
The Enterprise Chamber is a special division of the Amsterdam Court of Appeal. It has exclusive jurisdiction in a number of corporate proceedings. The most important proceedings that are conducted before the Enterprise Chamber are the so-called “Inquiry proceedings” (in Dutch: enquêteprocedure). If you are interested, you can read more about the Enterprise Chamber in Amsterdam.
The Dutch Civil Code contains rules for complex litigation on the buy out of shareholders. Both a majority shareholder may have legal grounds to buy-out a minority shareholder, and vice-versa. These proceedings are (in first instance) conducted before the District Court; the Enterprise Chamber has exclusive jurisdiction in appeal cases. The corporate lawyers from Dutch law firm AMS can advise you on the possibilities of initiating such buy-out proceedings.
However, considering the complex and (for The Netherlands) relatively time-consuming nature of these proceedings, the buy-out of a shareholder frequently is being dealt with in the scope of inquiry proceedings before the Enterprise Chamber, which proceedings are triggered by either the majority or the minority shareholder. In case a majority shareholder aims to get rid of a minority shareholder, he may propose a change in the corporate policy (such as the sale of an important division, financial restructuring, or (further) dilution of the minority shareholder) that urges the minority shareholder to initiate inquiry proceedings, and to ask for immediate relief measures in order to avoid these decisions being taken or executed. In case a minority shareholder wishes to be bought-out, he can act as an activist shareholder, and initiate proceedings before the EC in order to have the policy of the majority shareholder ‘tested’. In such cases, the EC usually is aware of the underlying wish of the shareholders to realise a buy-out, and can – with the consent of all parties involved – appoint an independent expert in order to have the shares valuated and to have the terms of the buy-out determined.
Hidde Reitsma, a Dutch litigation lawyer and partner at AMS attorneys, is a specialist in corporate litigation. He has successfully conducted many proceedings before the Enterprise Chamber, in which he has acted for all parties involved (the company, its management, and for (activist) groups of shareholders. Should you have any question with respect to corporate litigation or any related issue, please feel free to contact our corporate lawyer.