Corporate Disputes

Shareholder disputes / Directors’ and officers’ liability / Governance matters / Joint venture disputes / Strategic exits / Enterprise Chamber proceedings / Arbitration / Corporate litigation / Insolvency / Collaboration disputes / Stakeholder management / Mediation

Business disputes often affect multiple layers of an organisation – from shareholders and directors to employees, customers and other stakeholders. Such disputes do not only impact the relationships, but frequently also the company’s strategy, reputation and, in some cases, its very continuity.

Our Corporate Disputes team advises and represents companies, investors, shareholders, directors and other stakeholders in preventing, de‑escalating or, where necessary, litigating disputes.

Depending on the circumstances, we may act for the company itself or for an individual stakeholder. In all cases, our client’s interests are paramount. We take account of the broader context in which the dispute arises and, where possible, seek solutions that are not only legally robust, but also contribute to stability and progress.

Where the situation requires, we can act swiftly and decisively, for example by initiating summary proceedings or filing a request for immediate relief with the Enterprise Chamber of the Amsterdam Court of Appeal. At the same time, we also advise on and conduct alternative dispute resolution, such as arbitration (with key advantages including tailor‑made procedures and confidentiality) or mediation, where this serves the interests of a sustainable outcome.

Our practice is multidisciplinary. Where necessary, we work closely with colleagues from other practice areas within the firm, including employment law, regulatory, insurance & liability, real estate & construction, competition law and insolvency. This enables us to address both the legal and commercial aspects of a dispute effectively and to deliver integrated, pragmatic solutions.

Our firm has particular expertise in the Healthcare, Retail, Technology, Financial Services and Energy sectors. In international disputes, we work together with law firms worldwide through our network, allowing us to provide high‑quality legal support in cross‑border conflicts as well.

• International governance clash
  We regularly represent shareholders in disputes within joint ventures, where governance issues often play a central role. A recent example involved a listed minority shareholder that had become embroiled in a conflict with the majority shareholder – who also acted as de facto director – regarding the interpretation of a commercial arrangement set out in the shareholders’ agreement. Governance was at the heart of this matter as well. It was a typical corporate dispute involving a complex landscape of competing interests, the risk of escalation and intricate group structures. By strategically strengthening our client’s position – including its procedural position in the event of escalation – we ultimately succeeded in achieving a commercially favourable settlement.

   

• Litigious divestiture
  Unwinding a collaboration is not always straightforward and can resemble a highly contentious separation. Especially where parties are closely intertwined, tensions can run high. We regularly assist parties in disentanglement processes involving both governance issues and commercial frictions, with the aim of achieving a workable exit while preserving as much value as possible for all parties involved.

   

• Shareholder dispute under the statutory dispute resolution mechanism
  Where shareholders are in conflict, they may under certain circumstances invoke the statutory dispute resolution mechanism (exit or squeeze‑out proceedings). It is essential to adopt a sound litigation and negotiation strategy at an early stage to safeguard the continuity of the business while still achieving a commercially attractive outcome.

   

• Securing recovery prospects in cases of imminent asset dissipation
  We frequently advise on safeguarding our clients’ recovery prospects. In cases where there is a risk of asset dissipation, we assist clients in taking appropriate protective measures.

   

• Post‑M&A claims
  We regularly represent clients in post‑M&A disputes, including claims relating to breaches of warranties and/or indemnities following an acquisition, as well as disputes concerning whether earn‑out targets have been met.

   

• Directors’ and officers’ liability proceedings
  We frequently act in substantial directors’ and officers’ liability proceedings, most often representing the directors concerned. A recent successful case involved proceedings in which a business counterparty claimed approximately EUR 7 million from the directors of a bankrupt company, alleging that the directors had wrongfully terminated an agreement and called on a bank guarantee.