Case

CASES CORPORATE & FINANCIAL LITIGATION

Coöperatie Regionaal Kennis- en Expertisecentrum Roermond U.A. v. Aloysius Stichting Onderwijs Jeugdzorg
Our firm represented the interests of the cooperative that was the subject of a dispute between two educational institutes and a youth care institution. The dispute culminated in an inquiry procedure that led to a decision by the Commercial Division to alter, as per the cooperative's request, the voting power distribution in the corporate bylaws, and appoint two temporary officers (ECLI:NL:GHAMS:2019:3920).

Deminor and 84 Institutional Investors v. Steinhoff et al.
Wijn & Stael represented 84 institutional investors in a dispute with Steinhoff International Holdings N.V. - based in the Netherlands and listed in Germany and South Africa - and two of its former directors and former supervisory board chair. The dispute involved the provision of false financial information in a published prospectus, the annual financial statements, the interim financial statements and various press releases issued by Steinhoff. In the ruling handed down on February 5, 2020, the Amsterdam District Court stayed the proceedings due to an ongoing KapMug proceeding in Germany and pending the answer to preliminary questions posed by the Supreme Court to the European Court of Justice (ECLI:NL:RBAMS:2020:555). An interim appeal filed by the 84 institutional investors against the ruling is pending.

Estro
We represented two former directors of the bankrupt childcare organization, Estro, in an inquiry proceeding brought before the Commercial Division by the bankruptcy trustee. The trustee asked that the Commercial Division order an inquiry into the policy and course of events that led to the acquisition of Estro by a private equity investor in 2010. The Commercial Division ordered an inquiry into the course of events leading to this acquisition (ECLI:NL:GHAMS:2019:4359).

Golfbaan Amelisweerd
Our firm successfully represented the board of Golfbaan Amelisweerd in proceedings brought before the Commercial Division by some 120 members (depositary receipt holders), who urged the Commercial Division to take immediate measures, which the Commercial Division rejected on 14 November 2019 and refrained from taking any other immediate measures (ECLI:NL:GHAMS:2019:4088).

Privazorg
We successfully represented the board of in-home care provider PrivaZorg in its dispute with the sole shareholder concerning the corporate governance structure within PrivaZorg. During the preliminary injunction proceedings, we successfully defended against the dismissal of the directors of PrivaZorg (ECLI:NL:RBMNE:2019:2031). Subsequently, the inquiry proceedings led to a court order requiring that the necessary changes be made to the governance structure (ECLI:NL:GHAMS:2019:2099).

Gierkink Beheer
Wijn & Stael attorneys successfully represented shareholders with 50% interest in Gierkink Beheer B.V. in a shareholders' dispute. During an inquiry proceeding, we successfully argued against the sale of the company to a third party by the director appointed by the Commercial Division and an administrator of shares. The clients eventually retained control of the company through a settlement agreement (ECLI:NL:GHAMS:2019:1848).

Stichting R.O.O.S. v. SNS Reaal et al.
Our team of legal experts represented Stichting R.O.O.S. in a dispute with SRH N.V. (formerly SNS REAAL) and Volksbank (formerly SNS BANK). Stichting R.O.O.S. represents the interests of the bondholders who were expropriated by the State on February 1, 2013. On July 26, 2018, the Commercial Division ordered an investigation into the policies and course of events at SNS Reaal and SNS Bank in the period prior to the expropriation on February 1, 2013. This ruling is unique for two reasons. First, because the Commercial Division declared Stichting R.O.O.S. admissible as an interested party in the proceedings and, second, because the Commercial Division agreed to a request by Stichting R.O.O.S. to expand the scope of the investigation at SNS to include certain other subjects (ECLI:NL:GHAMS:2018:2651).

We subsequently represented Stichting R.O.O.S in the proceedings of February 26, 2019 that led to the decision of the hearing officer of the Commercial Division. The question at the heart of these proceedings was whether and to what extent would SNS be entitled to invoke its attorneys’ legal privilege (by proxy) to refuse the disclosure of the documents and records requested by the Commercial Division’s inquiry committee for the purpose of the inquiry (ECLI:NL:GHAMS:2019:644). The hearing officer found - in brief - that the right of inquiry does not have any bearing on an invocation of (derived) legal privilege, but that such invocation is not sufficient for the protection of said documents and records from judicial review.

Deminor v. Ageas
Wijn & Stael attorneys represented Deminor (and some 6,000 aggrieved Fortis shareholders) in a class action against Ageas (formerly Fortis) for providing misleading information to its shareholders between 2007 and 2008. The parties in 2016 reached a settlement to the tune of €1.2 billion. Deminor and other parties presented the settlement to the Amsterdam Court of Appeals for approval. However, on June 16, 2017, the Amsterdam Court of Appeals found that the settlement was not binding (ECLI:NL:GHAMS:2017:2257). The parties then entered into negotiations on a new settlement, which resulted in a €1.3 billion settlement (highest ever in Europe). On July 13, 2018, the Amsterdam Court of Appeals found this settlement to be binding on all shareholders eligible under the Collective Damages In Class Actions Act (Wet afwikkeling massaschade in collectieve actie, WAMCA) (ECLI:NL:GHAMS:2018:2422).

Upper Brook I v. Palladyne International Asset Management v. Stichting Palint
Upper Brook (I) Limited is a fund incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Libyan Investment Authority (LIA). We have represented Upper Brook in various proceedings against a Dutch asset manager and a foundation affiliated with it (ECLI:NL:GHAMS:2017:2419 and ECLI:NL:GHAMS:2017:4524).

Greenchoice v. Energie Concurrent v. Rexwinkel B.V. and Appeldoorn B.V.
Our firm has represented Rexwinkel B.V. and Appeldoorn B.V. in various proceedings before the Commercial Division, including proceedings on whether certain measures taken at Greenchoice B.V. should be extended (ECLI:NL:GHAMS:2017:2652).

We have also provided legal counsel in a proceeding, seeking to establish mismanagement and to have certain measures implemented. The Commercial Division rejected this request on June 15, 2018 (ECLI:NL:GHAMS:2018:2088).

Furthermore, we have represented Energie Concurrent B.V. in a proceeding concerning the transfer of financial records after the stepping down of a temporary director appointed by the Commercial Division (ECLI:NL:RBZWB:2019:5227).

City of Vianen v. Niemans
Wijn & Stael represented the City of Vianen in a case against Niemans Beton regarding the amount of damages to be paid by the City to Niemans Beton for breach of contract. On August 8, 2017, the Appellate Court of The Hague handed down its decision on the method to be used for calculating the damages (loss of profit), which is different from the method used by the experts (ECLI:NL:GHDHA:2017:2282). We have appealed this interim decision on behalf of the City of Vianen.

Stichting Belangenbehartiging Gedupeerde Beleggers Van den Berg v. ABN AMRO
We have successfully represented Stichting Belangenbehartiging Gedupeerde Beleggers Van den Berg in proceedings against ABN AMRO regarding breach of its special duty of care, which resulted in a ruling by the Appellate Court of The Hague (ECLI:NL:GHDHA:2014:996) and the Dutch Supreme Court (ECLI:NL:HR:2015:3399).

ZED+
We have represented one of the directors of telecom company ZED+ in various proceedings before the Commercial Division (ECLI:NL:GHAMS:2015:4965 and ECLI:NL:GHAMS:2016:532).

DA franchisees v. Coöperatieve DA v. DA Retail Group
Our attorneys have represented twenty DA franchisees in a dispute with the DA Cooperative over the implementation, or absence of implementation, of the new policy by DA. The case was heard before the Commercial Division (ECLI:NL:GHAMS:2015:809) and in a preliminary injunction before the District Court (ECLI:NL:RBGEL:2014:3887).

Vereniging DSBdepositos v. DSB Bank v. DNB
We successfully represented a group of deposit holders in proceedings against De Nederlandsche Bank concerning the interpretation of the deposit guarantee plan. As a result, approximately 3,500 subordinated deposit holders are entitled to receive payment under the plan (ECLI:NL:CBB:2011:BQ9755). We also represented deposit holders in a case against DSB Bank administrators (ECLI:NL:RBAMS:2012:BX1537). Moreover, we represented the Vereniging DSBdepositos in proceedings against De Nederlandsche Bank, holding the Bank liable for oversight failure (ECLI:NL:RBAMS:2015:2382).

Private Investor v. Haegheborgh v. Notary Public
We successfully represented a private investor in a case against a financial advisor and a notary public for breach of duties of care that resulted in substantial damages for the investor (ECLI:NL:RBDHA:2013:BY7622).