Title 8
in forceDispute settlement procedure and the right of inquiry
Section 1
Dispute resolution procedure
The provisions of this Section shall apply to the private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and…
At the petition of one or more holders of shares who alone or jointly provide at least one-third of the issued capital, the Enterprise Chamber of the…
If the articles of association or an agreement contain a provision for the resolution of disputes as referred to in this Section, a deviation from…
After a copy of the petition has been served upon him by the summons referred to in Article 336a, paragraph 3, and until the day on which the order…
If the petition is granted, the enterprise chamber (ondernemingskamer) shall appoint one or more experts who must issue a written report on the…
If experts have been appointed, the enterprise chamber shall determine the price of the shares after the experts have issued their report. In the…
The respondent is obliged to transfer his shares to the petitioners within two weeks after a copy of the order as referred to in Article 340…
If a decision as referred to in Article 340, paragraph 1, is reversed after the pursuit of a legal remedy, the legal basis for the acts performed…
At the petition of one or more holders of shares who, individually or jointly, provide at least one-third of the issued capital, the Enterprise…
At the petition of the shareholder who, as a result of the conduct of one or more co-shareholders, has been harmed in his rights or interests to such…
Within two weeks after a copy of the order (beschikking) determining the price of the shares has been served upon him, each of the defendants is…
In the event of the annulment of the order as referred to in Article 343a paragraph 1, Article 341a shall apply mutatis mutandis.
If there is an agreement between a shareholder and one or more of his fellow shareholders or the company that the shareholder shall transfer his…
Section 2
The right of inquiry (het recht van enquête)
The provisions of this section apply to:
Upon written petition of those who are authorised thereto pursuant to Articles 346 and 347, the Enterprise Chamber of the Amsterdam Court of Appeal…
The following persons are entitled to submit a petition as referred to in Article 345:
An association of employees which has among its members persons employed in the enterprise of the legal person and which has possessed full legal…
If the legal person, by virtue of the business it conducts, is subject to the supervision of De Nederlandsche Bank N.V., the Stichting Autoriteit…
The petitioners and the Advocate General shall be inadmissible if it does not appear that they have previously disclosed their objections to the…
The Enterprise Chamber (ondernemingskamer) shall handle the petition with the utmost urgency. Notwithstanding Article 282, paragraph 1 of the Code of…
The Enterprise Chamber shall grant the petition only if there appear to be sound reasons to doubt a correct policy or a correct course of affairs.
The persons appointed by the enterprise chamber (ondernemingskamer) are entitled to inspect the books, documents and other data carriers of the legal…
When a person charged with the investigation is refused access to the books, documents and other data carriers or is refused the inspection of the…
The persons charged with the investigation may petition the enterprise chamber (ondernemingskamer) to hear one or more persons as witnesses. The…
The report on the outcome of the investigation shall be deposited at the registry of the Amsterdam Court of Appeal. The report must demonstrate…
After taking cognizance of the report, the Enterprise Chamber (Ondernemingskamer) may, at the petition of the legal person, decide that the latter…
If the report has established mismanagement, the Enterprise Chamber may, upon the petition of the original petitioners and, if the report is…
The measures referred to in the preceding article are:
The Enterprise Chamber (ondernemingskamer) shall determine the duration of the temporary measures ordered by it; it may, at the petition of the…
The Enterprise Chamber (ondernemingskamer) may order the provisional enforceability of the measures referred to in Article 356 under (a) to (e).
For the purpose of lodging an appeal in cassation against the orders of the Enterprise Chamber (ondernemingskamer) pursuant to this Section, in…
Section 3
Public offer
This Section applies to the company whose shares are admitted to trading on a regulated market as referred to in Article 1:1 of the Financial…
The articles of association of the company may provide that a public announcement concerning the announcement of a public bid, as referred to in…
A person who has made a public offer and, as a shareholder for his own account, provides at least 95% of the issued capital of the target company and…
Against the person who has made a public offer and, as a shareholder for their own account, provides at least 95% of the issued capital of the target…