The interruption of the limitation period of a cause of action by means of a letter
Nothing lasts forever: this also applies to causes of action. The possibility to convert an action into cash does not exist infinitely. If, for example, a creditor has a monetary claim against a debtor, but omits to enforce the payment of that amount, after some time the law attaches consequences to this omission: the cause […]
The transfer of a share in a part of a shared item
Joint ownership can lead to special complications. A property developer had to find this out in connection with the building of a house on a (small) part of the land of his neighbours, when he tried to acquire the property of a piece of land of the adjoining parcel. This parcel belonged to three joint […]
Dividend distributions and the position of directors: damned if you do, damned if you don’t
One of the most debated sections in the Flex B.V.-Act (which came into force on 1 January 2012) is section 216 of Book 2 of the Dutch Civil Code (DCC). This article determines under which conditions the shareholders, and in particular the directors, are liable for shortcomings of a private company with limited liability (besloten […]
AkzoNobel vs. Elliott: shareholders’ wishes vs. management authority
After an unsuccessful application to the Amsterdam Enterprise Chamber [Ondernemingskamer], Elliott Advisors tried again, this time to the provisional relief court. At stake was again the convening of an extraordinary general meeting of shareholders to vote on the dismissal of chairman Burgmans. I already wrote about the unsuccessful attempt of, among others, shareholder Elliott Advisors that […]
The director is liable because of a rash transfer of management
As an indirect director, you may be held liable for having “transferred” the company’s board to a subsequent indirect director who was insufficiently screened. Recently, the Arnhem court of appeal ruled in this respect. My office colleague Joop Werner already described in an earlier column that a director and major shareholder is obliged to carry […]
Dutch bankruptcy of a foreign company that no longer exists
It appears from a recent ruling of the Court of Appeal of The Hague that a foreign company that was predominantly active in the Netherlands, subsequently dissolved under foreign law and has ceased to exist, may be declared bankrupt. A dissolved legal entity that, in the director’s or the liquidator’s opinion has no assets anymore […]
No board of directors: inability to act or absence?
On 1 July 2021, the Act on Management and Supervision of Legal Persons (Wet bestuur en toezicht rechtspersonen) enters into force. From then on, every foundation, association and cooperative is obliged to include a regulation in the articles of association in the event of the inability to act or absence of all directors or supervisory […]
Articles of association or shareholders’ agreement?
When incorporating a company, articles of association are drawn up. The articles of association usually regulate the objects of the legal entity, which bodies there are, who is responsible for what and which procedures apply (e.g. with regard to holding meetings and passing resolutions). If there are several shareholders, parties often choose to make further […]
The consequences of not publishing the financial statements in time
In a case that resulted in the judgment from the ’s-Hertogenbosch Court of Appeal, dated 24 January 2017 (ECLI:NL:GHSHE:2017:214), a B.V. [a private limited company under Dutch law] (the “Participation”) entered into an agreement with regard to the purchase of shares in another company (the “Company”). The Participation was to buy the shares in the […]