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ARTICLE · 14 OCTOBER 2013

Shareholder Cannot Set Aside Response Time Of The Board

De Brauw Blackstone Westbroek
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The Enterprise Chamber of the Amsterdam Court of Appeal recently ruled on whether the board’s response time may be set aside by a shareholder convening an EGM.

NetherlandsCorporate/Commercial Law
Harm-Jan De Kluiver
Harm-Jan De Kluiver
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The Enterprise Chamber of the Amsterdam Court of Appeal recently ruled on whether the board's response time may be set aside by a shareholder convening an EGM. The board needed time to respond to requested agenda items that could lead to a change in the company's strategy. The board of a listed company, Cryo-Save, invoked the 180-day response time in relation to two shareholders on the basis of best practice provisions IV.4.4 and II.1.9 of the Dutch Corporate Governance Code. Cryo-Save did this after a request by the two shareholders that the appointment of a new CEO, the dismissal of two non-executive directors, and the replacement of those non-executive directors be placed on the agenda of an EGM. The board wanted to use the response time for further consultations and to have a constructive dialogue with the two shareholders, as well as to investigate alternatives to the proposals. The two shareholders reacted by sending a notice for an EGM to take place well before

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