Shareholders and directors of legal entities sometimes differ in their opinions on the right policy to be pursued. If the matter cannot be resolved through discussion, inquiry proceedings may provide a solution. In such cases, the Stockholders’ Association often acts as driving force. The specific proceedings are conducted at the Enterprise Section of the Court of Appeal in Amsterdam and are available to everyone, from multinationals to small private limited companies with only two shareholders.
Steps taken by the Enterprise Section
The Enterprise Section may appoint an expert to investigate the policy pursued and draw up a subsequent report. The quality of the annual report often comes under review during the investigation, and so does the role of the company’s auditor. During the second stage of the proceedings, the parties battle out the question of whether the expert’s report actually demonstrates the existence of mismanagement, and if so, what measures should be taken as a result. Such measures vary from temporary suspension or appointment of a director or supervisory director with a deciding vote to extremely drastic solutions. These include the dismissal of directors or supervisory directors, a ban on investment decisions, or declaring shareholders’ resolutions to be void.
Ploum can provide you with legal assistance
At Ploum, our lawyers can provide you with all the essential knowledge of inquiry law and insight into financial administration and valuation issues that you require during these long and invariably drastic proceedings. In this respect, we will advise you, as a director, supervisory director or shareholder of a listed company, joint venture or family business, and we will litigate on your behalf as well. If, in addition to these proceedings, other proceedings on directors’ liability are involved, we can help you here too. Our approach is pragmatic, fast and effective, and we also know exactly how to deal with the media in publicity-sensitive matters.