Shareholders’ rights to convene and put items on the agenda of a shareholders meeting

Shareholders of a Dutch entity have the right to have a shareholders meeting convened and to put items on the agenda of a shareholders meeting. There are certain restrictions, however, to these rights. This alert will summarize these rights and restrictions, also in light of the decision of August 10, 2017 of the Dutch court in the summary proceedings filed by a group of shareholders of AkzoNobel led by hedge fund Elliott.  Read more

One-Tier Versus Two-Tier Board Structure

The one-tier board structure was formally introduced in Dutch law as per January 1, 2013, with certain mandatory rules becoming effective. Since the one-tier board structure was originally viewed as an Anglo-Saxon phenomenon, only few Dutch companies had a one-tier structure before the introduction in Dutch law, based on specific clauses in their articles. Read more