When in doubt about the company’s policy
A special access to justice is that of the Enterprise Chamber. Shareholders with sufficient interest in the company can go to the Enterprise Chamber if there are good reasons to doubt a correct policy. In addition, it is up to the board to govern: not every difference of opinion between shareholders and the board can be a reason to start a procedure for the Enterprise Chamber (also known as an inquiry procedure). If the request is granted, the Enterprise Chamber can request an expert investigation. The costs of this investigation of the company will be borne by the company, unless it appears that they should reasonably be for the requesting party.
Litigating options for the Enterprise Chamber
One of the particular aspects of litigation at the Enterprise Chamber is that there is ample authority for the Enterprise Chamber to take decisions. Directors can be temporarily suspended or even dismissed, but other temporary measures can also be taken to restore peace in the company, for example, to deprive a shareholder of his or her voting rights. If there is an emergency (for example, in the situation where it is suspected that a director is falsely withdrawing money from the bank account), an emergency provision can be requested and experience has shown that the Enterprise Chamber also handles cases quickly. In normal cases, however, proceedings with the Enterprise Chamber can easily take more than a year.
Research into company policy
The procedure at the Enterprise Chamber begins with a petition requesting that certain measures should be taken. The first question to be answered by the Enterprise Chamber is whether there are valid reasons to doubt a correct policy. For this it is advisable to have a corporate lawyer prepare the petition. It is of course important for this whether and, if so, how much, evidence of possible malversations is available. It is crucial to the success of the request that the facts that would lead to “valid reasons for doubting the right policy” substantiated with evidence.
Expert is appointed by Enterprise Chamber
If the Enterprise Chamber also thinks that there are valid reasons for doubting a correct policy, an expert will be appointed. This expert usually has some affinity with the company in question (and is in any case an expert in corporate law). The Enterprise Chamber indicates in the decision what the investigation should be aimed at.
If it follows from the expert’s investigation that there is maladministration, the Enterprise Chamber can then take far-reaching measures to restore the business’s viability. These definitive decisions, for example the dismissal of a specific director.
Advice on disputes within the company
If you have a dispute with your director (or shareholder) and you want advice (or perhaps only someone to brainstorm with you to determine your position), please do not hesitate to contact Fennek: corporate lawyers.