Unfortunately, where people work together, quarrels cannot always be avoided. This also applies, and perhaps especially, to collaborations within companies. Legal settlement of disputes in and around companies is generally referred to as corporate litigation.
Legal assistance in resolving disputes
Fortunately, disputes (also within companies) are often settled quickly and the adage applies: without friction there is no shine! Unfortunately, on the other hand, quarrels sometimes escalate to a degree where lawyers are called in. Lawyers are sometimes – and not always unjustifiably – accused of making problems more complicated than they were initially. However, calling in legal assistance is sometimes wise and necessary.
The (statutory) dispute settlement
Of course, the parties can make their own agreements to prevent and end disputes. The law also offers opportunities. Book 2 of our Civil Code, for example, provides for a special dispute settlement procedure for disputes between shareholders. In short, this dispute settlement consists of two flavors. The first taste is called expulsion. A shareholder who has at least 1/3e of the shares in a company, can try to convince the court to oblige another (misbehaving) shareholder to sell his shares. The other variant concerns the out-of-body experience. Under certain circumstances, shareholders behave in a legally unacceptable manner. The aggrieved shareholder is then entitled to ask the court to have his shares bought out by the company. He also has the power to ask the court to compel co-shareholders to buy his shares. The court can therefore make far-reaching rulings in this regard.
Change on the horizon
A few years ago, the FD headlined “Legislative proposal will facilitate expulsion and withdrawal of shareholders from private limited companies”. And now the time has come: a bill to tighten up the dispute settlement procedure is before the House of Representatives. The bill seeks to make the dispute settlement process more manageable and effective. The proposal stipulates that, contrary to what is currently the case, one specialised judicial factual body will be designated: the Enterprise Chamber of the Amsterdam Court of Appeal. The Enterprise Chamber is an expert chamber of this Court of Appeal. It has national authority to handle and decide in proceedings that mainly concern companies. For example, the Enterprise Chamber handles court cases with judges and so-called councils (specialists from the field who are not members of the judiciary).
A second important change to the dispute settlement procedure that the legislator has in mind is to broaden the grounds on which and to whom requests for expulsion and withdrawal are granted. A possible consequence of this is that the statutory dispute settlement procedure will be used more often. After all, the access to this dispute settlement system will be broadened.
The bill was introduced on 13 November, submitted to the House of Representatives, but he has not yet debated it. We are keeping a close eye on the further legislative process.
For further information, please contact:
Sjef Bartels, Partner
Labré, Amsterdam
e:ln.erbal@sletrab.fejs
t: +31 20 3052030
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