In recent years some decisions of the Dutch Enterprise Chamber of the Amsterdam Court of Appeal (and the Dutch Supreme Court) attracted attention in the international financial press. These judgments refer to takeovers of internationally well-known companies which were established according to Dutch company law. All these decisions were issued within the framework of the Dutch investigation procedure. Below I will explain some features of this investigation procedure (which has no equivalent in foreign jurisdictions, as far as I know), and clarify the position of the Enterprise Chamber in Dutch company law. Thereupon I will discuss the Gucci and the ABN AMRO cases which aroused worldwide interest from the financial world.

The investigation procedure was introduced in Dutch law in 1928. Originally, it was a very simple provision. Minority shareholders were conferred the power to request a court to order an investigation into the matters of the company. The purpose of such an inquiry was to bring to light some facts that could otherwise be difficult for the shareholders to establish. It was up to the parties that asked for the inquiry to seek remedies in accordance with general civil and company law. This provision was not a great success. Only two inquiries in a period of forty years were requested. The unpopularity of the inquiry proceedings may have been caused by the fact that, even when the court ruled that there had been a case of misconduct, it was not capable of attaching any measures to its decision.