A Dutch private limited company can make distributions of profits to its shareholders if the company's capital exceeds the aggregate of the reserves that must be maintained pursuant to the law and the company's articles of association. If a company cannot pay its due and payable debts after a distribution, the members of the board of directors can be held liable to for any resulting shortfall and the company's bankruptcy trustee can claim and recover the amount wrongfully paid from each shareholder.
Parliament has adopted an act on one-tier boards which amends the rules on management and supervision within private companies with limited liability (BVs) and public companies with limited liability (NVs). The act's provisions on the board structure within BVs and NVs include changes to the legal basis for the one-tier board system and an amendment to the conflict of interest rules.
A bill on shareholders' rights recently came into force, aiming to strengthen shareholders' rights in Dutch public companies with limited liability whose shares are admitted to trading on a regulated market in the European Economic Area. The bill includes new rules on the notice for the general meeting and the amendment of a shareholder's right to request inclusion of an item on the agenda of the shareholders' meeting.
The Second Chamber of Parliament recently approved the Bill on Management and Supervision. Among other things, the bill provides a legal basis for a one-tier board of Dutch companies and introduces new rulings regarding conflicts of interest. Within the context of the debate on the bill, the Second Chamber approved an amendment concerning the maximum number of supervisory positions that one person may hold.
As a general rule of Dutch law, only a company is liable for its obligations. However, pursuant to Dutch case law, an (indirect) shareholder may be held liable - in addition to the company - by the company's creditors if the shareholder has acted tortiously towards them. In certain circumstances the Supreme Court has accepted the possibility of piercing the corporate veil in relation to shareholders.
The Financial Markets Authority has established that shareholders of issuing institutions tend to exercise caution when holding mutual consultations with other shareholders, as such consultations can qualify as acting in concert. It has therefore issued guidelines on when shareholders will be deemed to be acting in concert, with the aim of stimulating consultations between shareholders.
Demand for increased competition among limited liability companies and developments in various EU countries have led to a legislative proposal on the simplification and flexibility of the Law on Private Limited Liability Companies. The purpose of the proposal is to create a more flexible and simpler regime for limited liability companies.
Royal DSM NV decided to implement a loyalty programme pursuant to which certain loyal shareholders would receive a greater dividend. According to the Enterprise Chamber, the programme contravened Section 2:92(1) of the Civil Code. The Supreme Court overruled the Enterprise Chamber, stating that Section 2:92(1) does not mean that holding shares of the same class should always give the exact same rights.
The right of shareholders to hold third parties responsible for a fall in share value has been the subject of various landmark cases. In a recent decision the Supreme Court ruled that shareholders cannot claim damages directly from a director who caused damage to the company, even where it resulted in a depreciation of the shares. However, this restriction does not apply to the right to claim other damages.
A new act for the promotion of the use of electronic communication methods for the decision-making process in Dutch legal entities has recently come into force. The new act aims to improve the involvement of shareholders and reduce administrative costs.
One consequence of the Netherlands changing to the euro is the conversion of capital stock from guilders to euros. Due to the precision of conversion, prices must be either rounded up or rounded down to two decimal places, leaving a slight difference in value. What is to be done with all this spare change?