In recent years, Blenheim Advocaten has grown into a major player in the field of corporate litigation. Our corporate litigation attorneys have been involved in nearly 10% of the total number of inquiry procedure (enquête procedure) requests which were filed in 2019.
Our corporate litigation practice mainly involves assisting clients with the resolution of complex corporate law issues. These issues often include far-reaching differences of opinion amongst the directors of a company, differences between the directors and members of a supervisory board, or differences between directors of a company and its shareholders. All these disputes fall within the dedicated jurisdiction of the Enterprise Chamber (Ondernemingskamer) in Amsterdam, for which Blenheim has built up a specialised corporate litigation practice.
About the enterprise chamber
The Enterprise Chamber is responsible for dealing with disputes involving specific aspects of corporate law, most commonly administered by the inquiry procedure. At the behest of shareholders, directors or supervisory directors, the Enterprise Chamber is able to investigate the internal policies and workings of a company. After investigation, it is often concluded that there has been an element of mismanagement. The Enterprise Chamber is therefore able to take emergency intervention measures measures to address this mismanagement. These special juristic powers are often the reason why parties seek this form of recourse. Certain measures, however, can be imposed prior to the investigation. These include:
- the suspension of directors;
- the appointment of other directors or supervisory directors, non-executive directors or supervisors;
- the amendment of the articles of association;
- dissolution of the legal entity; or
- the appointment of a share administrator.
Naturally, our first priority is to try to reach an amicable settlement to serve the best interests of the company. Importantly, the company’s interest and not the interest of one of the other parties, is the Enterprise Chamber’s main concern.
Litigating at the enterprise chamber
Blenheim is frequently approached by parties in a shareholder or director deadlock, which can only be resolved by a higher authority. In that case, you need a lawyer who has experience conducting proceedings before the Enterprise Chamber and knows what kind of outcome can be gained. Litigating before the Enterprise Chamber is a specialisation mainly acquired through frequent, practical experience in court. The lawyers at Blenheim Advocaten have this experience and possess a great deal of knowledge allowing us to bring your case to a successful resolution. In recent years, Blenheim Advocaten has played an increasingly prominent role in the field of Enterprise Chamber cases and is now, either directly or indirectly, involved in almost 10% of all inquiry proceedings.
- Directors of companies;
- Shareholders of companies (particularly those in a ‘50/50 relationship’);
- Supervisory boards or individual supervisory directors;
- Other stakeholders.
Jurisdiction of the engerprise chamber
The Enterprise Chamber has the ability to hear the following cases:
- Requests to institute an inquiry, establish maladministration and to make immediate orders (inquiry procedure, Sections 2:344 to 2:359 of the Dutch Civil Code)
- Claims for the correction of the annual accounts in accordance with a court order (annual accounts procedure, Art. 2:447, 448 BW)
- Claims for the transfer of shares by minority shareholders (squeeze-out procedure, Art. 2:92a/2:201a BW)
- Appeals against a court judgement in a dispute settlement procedure (Art. 2:336 BW)
- Appeals against a court decision involving an objection to a reduction in capital (Art. 2:100 (3)/2:209 (3) BW, 997 Rv.)
- Appeals against a court decision regarding an opposition to a merger (Art. 2:316 (2) BW, 997 Rv.
- Appeals against a court decision regarding an opposition to a division or dissolution (art. 2:334l BW, 997 Rv.)
- Appeals against a court decision regarding an opposition to the termination of residual liability in connection with the withdrawal of a 2:403 statement (art. 2:404 paragraph 5 BW, 997 Rv.)
- Claims against an unfounded objection to the appointment of a supervisory board member (Art. 2:268 sub 9 BW)
- Requests (to the chairperson of the Enterprise Chamber) as referred to in article 2:328 paragraph 3 of the Dutch Civil Code, in the event of a merger of public companies
- Requests (to the chairperson of the Enterprise Chamber) as referred to in section 2:334aa of the Dutch Civil Code, in the event of a merger of public companies
- Appeals by a works council against the decisions or actions of an entrepreneur (which must be advised on) and requests for provisional measures (art. 26 WOR)
- Requests for compliance with the European Works Councils Act (art. 5 WEOR)
- Appeals by a works council against a decision by a pension fund (which must be advised on) and requests for provisional measures (Art. 217 PW)
- Requests of the Pension and Insurance Chamber (Pensioen- & Verzekeringskamer) to appoint an administrator over a pension fund or savings fund (Art. 23m PSW)
- Requests of the Minister to determine compensation in the event of expropriation (art. 6:8-10 Wft)
- Appeals against the decision of the Disputes Committee WMS (art.36 paragraph 1 WMS)
- Requests pursuant to Article 33 of the Housing Act for the suspension or dismissal of a member of the Supervisory Board or Board of Supervisors.
Dirk de Waard