Dimitry Aertssen
Partner | Mediator
Deeply Rooted in Shareholder Disputes
Business is about collaboration — between shareholders, between shareholders and the company’s board, or between the Supervisory Board and the management. Where collaboration occurs, conflicts can sometimes arise. Disputes within companies are impactful for all involved and can even threaten the company’s survival. In such situations, robust support from an experienced attorney, who enforces the jointly defined strategy both inside and outside the courtroom, is indispensable.
A Selection of Our Focus Areas within this Expertise
Shareholder Agreements
Prevention is always better than cure. Well-drafted agreements — whether at the outset or as the business evolves — help to minimize or prevent conflicts between shareholders and directors. Caution is advised when using template agreements: a poorly fitting agreement often exacerbates the problem. Shareholder agreements and board regulations are bespoke, crafted by attorneys who understand both the dynamics in the courtroom and the boardroom.
Dismissal of a Statutory Director
The dismissal of a statutory director in a conflict situation is a legal minefield, particularly when the director also holds shares in the company. Numerous regulations apply, and often, there is only one opportunity to handle the situation correctly. Our expertise ensures that all legal considerations are addressed, safeguarding both the company’s interests and compliance with relevant laws.
Buyout of Shareholder
The only sustainable solution to a shareholder dispute is often the buyout of one or more shareholders. The legal starting position plays a significant role in determining the outcome. There are various legal tools available to optimize this position, ranging from demand letters to initiating an inquiry procedure with the Enterprise Chamber. By carefully considering the interests of all parties, we are almost always able to reach a negotiated resolution.
Inquiry Procedure & Dispute Resolution
In shareholder disputes, knowledge of and experience with dispute resolution mechanisms and inquiry procedures before the Enterprise Chamber are indispensable. Since a (looming) shareholder conflict can escalate into legal proceedings, building a solid case from the outset is crucial. For example, the display of power by the majority shareholder over the minority shareholder at the onset of a conflict can negatively impact the case in an inquiry procedure before the Enterprise Chamber. In other words, a deep understanding of the procedural dynamics of inquiry procedures can be decisive.
Dispute Split
In shareholder conflicts, alternatives to a shareholder buyout, such as a dispute split, can be viable solutions. Many businesses are well-suited to splitting, especially if they consist of distinct business units of roughly equal value, a combination of business operations and real estate, or solely investment assets. A dispute split can thus represent a win-win situation for all parties involved. This can also often be a reasonable solution in family-owned companies. Once again, effective legal arguments and a strong negotiating position go hand in hand. Assistance from a specialised attorney can be invaluable in achieving the best outcome.
No solution can ever be found by running in three different directions. So clarify your situation and act on what you clearly see. –
