Newsletter March 2011
CORPORATE
Liability Risk for Directors in the Event of Interim
Distributions to Shareholders
Company’s shareholders regularly request directors to cooperate
with the distribution of interim dividends. Shareholders risk the
obligation to repay a part of the received distributions to the
company once the annual accounts have been adopted. But to which
liability risks may directors become subject?
read on..
CORPORATE
LITIGATION
Dutch doors wide open to Class Action
Settlements
Dutch law does not provide for a class action “American style”, but
it does provide for a mechanism that facilitates the implementation
of collective settlements. With it’s (provisional) decision in the
Converium case the Amsterdam Court of appeal has opened the gateway
to class settlements in the Netherlands even further, since class
action settlements are binding even if the connection with the
Dutch Legal sphere is minimal.
read on..
EMPLOYMENT
TUPE: Possibility to influence by not taking over
employees, but recruiting one's own employees?
In the labor-intensive sector one of the relevant questions in the
case of a transfer of undertaking is whether employees will be
transferred from the transferor to the transferee. If not, the TUPE
legislation does not apply. May a transferor refuse to take over
the employees and instead recruit employees externally?
read on..
Application for Rescission in Connection with
Employee's Criminal Conviction
Is the criminal conviction of an employee sufficient ground to
terminate the employment agreement?
read on..
Request for Substitute Consent Following Works
Council's Refusal to Consent to New Roster
After the Works Council had refused twice to consent to a new duty
roster for the fire brigade, the employer applied to the
Subdistrict Court, requesting it to give substitute consent as
envisaged in Section 27 (4) of the Dutch Works Councils Act
("WOR").
read on..
EU AND COMPETITION -
ANTI-TRUST
Recent Developments in the Area of Co-Insurance Pools:
More (Un)Certainty?
In June 2010’s newsletter we discussed the new
block exemption regulation for the insurance sector, inter alia the
sections about (the admissibility of) co-insurance pools. Recently,
the Netherlands Competition Authority and the Dutch Association of
Insurers also published rules on pools. They appear to be more
restrictive than the Regulation.
read on..
DIRECTORS' AND
OFFICERS' LIABILITY
Directors’ and Officers’ Liability for Late Registration
in the Trade Register
On 28 January 2011, the Dutch Supreme Court gave an interesting
judgment about the joint and several liability of directors
(according to Section 2:180 (2) of the Civil Code) for juridical
acts performed by the company before the company has been
registered in the Trade Register. This director’s liability may in
practice result in large claims against directors.
read on..
INTELLECTUAL
PROPERTY
Copyright to Work of Employees Indulging in a
Hobby
Every employer may be confronted by creative initiatives by its
employees that do not necessarily fall within their given job
description. The question is how this flexible approach relates to
the attribution of copyrights. The Court of Appeal in The Hague
issued an interesting decision on this topic.
read on..
MEDIA
The Court in Tros v. Pretium: Article 10 of the ECHR
Applies to Order to Surrender Video Footage
In a dispute with telecom company Pretium, the Court ordered Tros
to surrender to Pretium the video footage that had been recorded
surreptitiously. Tros argued that this was a ‘legal error’, because
no test was applied against Article 10 of the ECHR. Next, Tros
initiated preliminary relief proceedings to prevent the surrender
of the video footage.
read on..