Introduction
The Enterprise Chamber of the Amsterdam Court of Appeal is the specialised court for corporate disputes. It is the only court in the Netherlands that can order an inquiry, appoint investigators to examine a company's policy, and intervene on that basis: suspend a director, appoint an interim director or order the transfer of shares. Different conflicts call for different procedures. Which route fits depends on the goal: investigation, a forced separation, or reversing a decision.
Right of inquiry
The inquiry is the heaviest and by far the most used procedure. At the request of shareholders or other interested parties, the Enterprise Chamber investigates the policy and conduct of the company's affairs. At an early stage it can order immediate measures, such as suspending a director or appointing an interim director, and after the investigation establish mismanagement. The pressure this exerts often brings a deadlock to a resolution in practice. See the right of inquiry before the Enterprise Chamber.
Statutory dispute resolution: expulsion and withdrawal
The statutory dispute resolution compels the transfer of shares and is the route where relations are irreparably damaged and a definitive separation is the aim. On expulsion, fellow shareholders demand that a shareholder who harms the company transfer their shares; on withdrawal, the aggrieved shareholder demands that the others take over their shares, where the price can be increased on equitable grounds. See expulsion and withdrawal.
Squeeze-out
A shareholder who, alone or together with group companies, holds at least 95 percent of the capital can have the remaining shareholders' shares transferred by force. It is not a conflict procedure: no misconduct need be shown. The Enterprise Chamber reviews whether the capital threshold is met and fixes the price, usually after an expert report. See the squeeze-out.
Annual accounts procedure
Through the annual accounts procedure a company can be required to draw up its financial statements in accordance with the statutory reporting rules. A dispute about the annual accounts is often a signal of deeper problems within the company. See the annual accounts procedure.
Merger and demerger
In mergers and demergers the Enterprise Chamber's role is modest and largely procedural: creditor opposition is tested strictly on financial grounds and the Chamber grants approval for the appointment of the same accountant for the companies involved. The heavy remedies, such as annulment of a merger, hardly appear in the published case law. See merger and demerger before the Enterprise Chamber.
Works council proceedings
The works council can appeal to the Enterprise Chamber against a decision of the entrepreneur on which it has advised (Section 26 of the Works Councils Act). The Chamber reviews whether the entrepreneur could reasonably have reached the decision on balancing the interests, and can require the entrepreneur to withdraw the decision or undo its consequences. See the works council proceedings.
Which procedure fits
The choice between these routes often determines the outcome. Where the aim is investigation or breaking a deadlock, the inquiry is the obvious route; where a definitive separation is sought, the statutory dispute resolution or, at 95 percent, the squeeze-out. Each procedure has its own admissibility threshold, burden of proof and timeline. This series works out each procedure in turn, with the leading case law of the Enterprise Chamber and the Supreme Court. More on this practice area on the corporate litigation page.