NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
July 2025 or 1 January 2026. It is therefore not yet possible to hold a fully digital shareholders’ meeting. Procedure at a General Meeting Resolutions of the general meeting are adopted by absolute majority ( volstrekte meerderheid ) – ie, more than 50% of the votes validly cast. Certain resolutions are adopted by a qualified majority, as required by Dutch law or the articles of association. In the case of an NV, each shareholder has at least one vote. In the case of a BV, deviations are allowed, and shares without voting rights may also be created. In addition to shareholders with or without vot - ing rights, other parties may also have meeting rights, which means they may attend and speak at the meeting. Managing directors and supervisory directors have an advisory vote. 5.4 Shareholder Claims The main proceedings through which sharehold - ers can initiate legal proceedings against the company or directors are the inquiry proceed - ings (as described in the following). Sharehold - ers can also have a board resolution nullified by the court or have it determined as void. Inquiry Proceedings (Enquêteprocedure) The Enterprise Chamber of the Amsterdam Court of Appeal (Enterprise Chamber) ( Onderneming- skamer ) has exclusive jurisdiction for these pro - ceedings, which may be initiated, among others, by shareholders owning a certain percentage of the shares.
At the written request of the shareholder, the Enterprise Chamber may appoint one or more persons to conduct an investigation into the policy and affairs of the company. The Enter - prise Chamber will only grant the request if there appear to be valid reasons to doubt a correct policy or course of action. At any stage of the proceedings, at the request of the original applicants (the shareholder), the Enterprise Chamber may also order interim measures ( onmiddelijke voorziening ) for the duration of the proceedings. For example, it may temporarily appoint a managing director. The report of the outcome of the investigation shall be filed at the registry of the Amsterdam Court of Appeal. Based on the report, the Enter - prise Chamber may conclude that there has been mismanagement and order one or more of the following limitative provisions, which it con - siders appropriate based on the outcome of the investigation: • suspension or annulment of a resolution of the directors, supervisory directors, general meeting or any other body of the legal entity; • suspension or dismissal of one or more man - aging or supervisory directors; • temporary appointment of one or more man - aging or supervisory directors; • temporary departure from the provisions of the articles of association specified by the Enterprise Chamber; • temporary transfer of shares for management purposes; and • dissolution of the legal entity. Dutch law does not recognise a derivative action.
604 CHAMBERS.COM
Powered by FlippingBook