The inquiry procedure as a lever and the WAGEVOE Act

Proceedings before the Enterprise Chamber can be lengthy. Sometimes the investigation takes more than a year. What has made the inquiry procedure so successful in practice is the fact that, at any stage of the proceedings, the Enterprise Chamber can, at the request of a lawyer, order provisional measures if there is an urgent interest.

In practice, a request for an investigation is often combined with a request for certain provisional measures. The latter request is often dealt with first. The Enterprise Chamber can take far-reaching measures that directly affect the relationships within the company. For example, it can suspend or dismiss board members or supervisory board members, appoint an (additional) board member or supervisory board member (who may even have special powers or a casting vote), deprive a particular shareholder of voting rights, or even transfer shares to a third party for management purposes.

This makes it possible, through an inquiry procedure, to break a deadlock quickly. In practice, the inquiry procedure is therefore often used as a lever in shareholder disputes.

The Act to Amend the Law on Dispute Resolution Adjustment and Clarification of Admissibility Requirements for Inquiry Procedures (WAGEVOE) will shortly introduce several changes to the existing dispute resolution scheme. First, the dispute resolution procedure will change from a summons procedure to a petition procedure conducted in a single instance before the Enterprise Chamber. Second, the WAGEVOE will amend the existing criterion for compulsory transfer of shares (which currently takes acts in the capacity of shareholder as its starting point) so that acts in another capacity (for example as a board member) can also be considered by the court in a compulsory transfer claim.