THE AMSTERDAM BASED ENTERPRISE COURT
Not available in the Netherlands Antilles
The ABN AMRO Bank case has been discussed in here. The case was brought before the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’). No such court exists in the Netherlands Antilles. The Netherlands Antilles corporate code provides for an investigation in respect of foundations only.
Shareholders of a Dutch corporation (as well as the trade unions) may file a petition with the Enterprise Chamber of the Amsterdam Court of Appeal if they consider certain acts of the corporation mismanagement. The Enterprise Chamber deals with many good corporate governance issues and plays an important role in the resolution of various disputes concerning the corporation. The Court can order an investigation into the affairs of the corporation (‘enquête’) and may take provisional measures as well, for example, the temporary transfer of (certain) shares to a nominee.
Pursuant to Section 2:346 of the Dutch Civil Code, the authority to initiate an investigation into the policy and affairs of a private company with limited liability is held (amongst others) by one or more holders of shares or depository receipts for shares that alone or jointly represent at least one-tenth of the issued share capital or are entitled to an amount in shares or depository receipts for these shares up to a nominal value of EUR 225,000.00. Initially – in 1928 – the authority to request an inquiry was only granted to shareholders of a public limited company (and to those who had been granted this authority in the deed of incorporation or pursuant to an agreement).
Karel Frielink
Curacao-based Attorney (lawyer) / Partner
