The Bottom Line
- Jurisdiction Follows the Corporate Seat: The Amsterdam District Court has affirmed its authority to hear disputes related to the lawfulness of actions flowing from decisions made by Dutch corporate entities. This reinforces the Netherlands as a key venue for international corporate litigation.
- A Broad View on Corporate Decisions: The court’s jurisdiction isn’t limited to the formal validity of a shareholder resolution. It extends to related claims of wrongful conduct against directors and partners if those actions are inextricably linked to the core corporate decision.
- Proactive Litigation is a Viable Strategy: The case was initiated by the company seeking a declaration that its restructuring was lawful. This shows how Dutch courts can be used proactively to seek legal certainty and fend off potential claims from aggrieved international shareholders.
The Details
This dispute centers on the complex restructuring of the Fortenova group, a major Croatian conglomerate with a corporate structure headquartered in the Netherlands. To navigate the impact of EU sanctions against key Russian-linked shareholders, Fortenova orchestrated a “carve-out sale” of a core part of its business. This move, approved by its Dutch entities’ boards and shareholders, was designed to create a sustainable capital structure free from sanctioned parties. In a preemptive move, Fortenova and its partners asked the Amsterdam court to declare that this entire transaction was legally valid and that they did not act unlawfully toward the sanctioned shareholders.
At the heart of this preliminary ruling was the question of jurisdiction. The sanctioned shareholders argued that the Dutch court was not the proper venue to hear the broad claims of non-wrongdoing. However, the court established its authority based on Article 24(2) of the Brussels I bis Regulation. This rule grants exclusive jurisdiction to the courts of the country where a company has its corporate seat for disputes concerning “the validity of the decisions of its organs.” As the key resolutions approving the restructuring were made by Dutch corporate bodies (a Stichting and several B.V.s), the court confirmed its exclusive power to rule on their validity.
Most significantly, the court extended this exclusive jurisdiction to cover all related claims, including whether the company’s partners and directors acted wrongfully in executing the deal. Citing the European Court of Justice’s landmark E.ON precedent, the Amsterdam court reasoned that the alleged unlawful acts were not merely connected to the corporate decisions—they were the direct implementation of them. The lawfulness of the sale and the validity of the underlying corporate resolutions are two sides of the same coin. Allowing these related claims to be heard in different countries would risk contradictory judgments and undermine the efficient administration of justice. This reasoning solidified the Dutch court’s role as the single, appropriate venue to hear the entire, interconnected dispute.
Source
Rechtbank Amsterdam
