Corporate litigation concerns all legal disputes involving corporations, their shareholders and any of their corporate bodies, including the management board, supervisory board, the works council and employee representative bodies. AMS’s corporate attorneys have in-depth experience in Dutch corporate litigation. Our lawyers act on behalf of companies, or management, or (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 conducted before the Enterprise Chamber are corporate inquiry proceedings (enquêteprocedure).
Read more about the Amsterdam Enterprise Chamber.
The Dutch Civil Code contains rules on shareholder buy-out or squeeze-out proceedings. A majority shareholder may have legal grounds to buy out a minority shareholder, and vice-versa. These proceedings are in first instance heard before a district court; the Amsterdam Enterprise Chamber has exclusive jurisdiction in appeal cases. AMS’s corporate lawyers would be pleased to advise you on the possibilities and formalities of initiating Dutch shareholder buy-out proceedings.
Considering the complex and, for the Netherlands, relatively time-intensive nature of these proceedings, a shareholder buy-out is frequently dealt with in the scope of inquiry proceedings before the Enterprise Chamber, which proceedings are triggered by either the majority or the minority shareholder. If a majority shareholder aims to squeeze out a minority shareholder, that shareholder may propose a change in the corporate policy. This change may include 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. If a minority shareholder wishes to be bought out, that shareholder can act as an activist shareholder, and initiate proceedings before the Enterprise Chamber in order to have the policy of the majority shareholder ‘tested’. In such cases, the Enterprise Chamber is usually 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.
AMS, based in Amsterdam, the Netherlands, is conveniently located near Schiphol Airport (10 minutes by car or train). Our team of litigation lawyers provides legal services in the Netherlands for clients around the world and has in-depth advisory and litigating experience acting on behalf of Dutch and international corporates and private individuals.
Hidde Reitsma, a partner at AMS, is a specialist in corporate litigation. He has successfully conducted many proceedings before the Enterprise Chamber, in which he has acted for the company, or its management, or for (activist) groups of shareholders.