Corporate Litigation

Corporate litigation is a specialism at the intersection of corporate and procedural law. The cases we handle usually concern disputes within a company, such as discussions between shareholders, depositary receipt holders, board members and supervisory directors. A director may also be held liable (in private) for mismanagement. In addition, disputes arising from the sale and purchase of a company fall under corporate litigation.

Disputes can concern numerous (sub)subjects. For example, consider the following situations:

• no decision can be taken by the board and/or the shareholders' meeting because the necessary majority cannot be reached;
• there may be a conflict of interest in taking decisions;
• a co-shareholder's conduct harms the company's interests;
• there is financial distress threatening the survival of the company and there is no real prospect of financing other than issuing new shares;
• the parties disagree on issues affecting the company, such as the scope of delegated powers, sale of a business or business unit, the issue or repurchase of shares or the making of dividend payments
• there are questions about strengthening or changing corporate governance, for example with regard to ESG;
• there is a desire for or threat of director dismissal
• there is discussion about the interpretation of provisions in the purchase agreement of a company, such as provisions on earn-out payments, being a good/bad leaver and drag/tag along rights; and
• guarantees or indemnities in a company's purchase agreement have been breached.

We will be happy to advise you on your legal position and possible solutions to the dispute. We can also take over the negotiations with the other party from you or guide you through a business mediation process. An important advantage of such a process is that the dispute can be resolved indoors and no unwanted measures are taken: after all, everyone must agree on the solution.

If it is in your interest, we can also initiate legal proceedings. Indeed, the law offers various options to put an end to such an undesirable situation. We have years of litigation experience, both in the 'ordinary' court, in the specialist Enterprise Chamber and in the interim injunction court. We are happy to think along with you.

For more information, please contact Henk Brat or Carlijn van Dooren.