ABN AMRO Clearing held liable for blocking dividend-related trading activities
Short introduction
In a civil dispute concerning blocked securities transactions, the Amsterdam Court of Appeal held that ABN AMRO Clearing Bank had failed to comply with its contractual obligations towards its clients. The case concerned substantial stock exchange and dividend-related trading activities that were blocked by the clearing bank, despite prior arrangements regarding the lifting of trading restrictions.
Dirk de Waard acted for the companies that were successful before the Amsterdam Court of Appeal. The judgment received attention in the Dutch financial press. Het Financieele Dagblad, the leading Dutch financial newspaper, published an article on the case under the title “Dochter ABN AMRO in de fout met weigeren dividendbeurshandel”.
The case was also discussed in FD Dagkoers, the daily podcast of Het Financieele Dagblad, in the episode “Frank H. werd veroordeeld wegens fraude maar krijgt nu miljoenen van ABN Amro”. The podcast addressed the background of the dispute, the court’s findings and the potential financial consequences for ABN AMRO Clearing.
FD Dagkoers podcast:
https://fd.nl/bedrijfsleven/1504948/dagkoers-frank-h-werd-veroordeeld-wegens-fraude-maar-krijgt-nu-miljoenen-van-abn-amro
A clearing bank may manage risk, but must comply with its commitments
Banks and clearing institutions have broad powers to assess risk, monitor trading activity and, in appropriate circumstances, terminate client relationships. This is particularly true in regulated financial markets, where institutions must take compliance, market integrity and reputational risks seriously.
However, those powers do not allow a bank to ignore specific contractual commitments or court-related arrangements made with its clients.
In this case, ABN AMRO Clearing Bank had previously imposed trading restrictions. Following interim relief proceedings, the bank agreed to temporarily lift those restrictions. According to the Amsterdam Court of Appeal, the bank subsequently failed to honour that arrangement by blocking transactions that should have been allowed to proceed.
The key issue was therefore not simply whether the bank was entitled to end the commercial relationship in the long term. The central question was whether ABN AMRO Clearing could refuse already planned transactions despite having agreed to lift the relevant restrictions.
Consequences for trading companies and market counterparties
The blocked transactions caused the companies to face difficulties with their own contractual counterparties. These included professional financial market participants, including parties based in London.
The Court of Appeal found that, as a result of ABN AMRO Clearing’s conduct, the companies were unable to perform their own obligations towards those counterparties. In financial markets, where timing, reliability and execution are critical, such disruption can have consequences beyond the immediate transaction loss.
For trading businesses, the ability to execute transactions through brokers, banks and clearing institutions is essential. If a bank blocks transactions contrary to prior arrangements, this may affect not only the specific trades involved, but also the company’s commercial reputation and its ability to operate in the market.
Follow-on damages proceedings
The Court of Appeal’s judgment establishes liability. The amount of damages must be assessed separately in follow-on damages proceedings.
In Dutch civil procedure, this is commonly dealt with in a separate damages assessment phase. In that phase, the claimant must further substantiate the amount of loss suffered, including direct financial loss, possible lost transaction results and other damage caused by the bank’s breach.
Why this case matters
This case is relevant for companies that depend on banks, brokers, clearing institutions or other financial service providers to conduct their business.
Financial institutions must be able to manage risk. They also have regulatory and compliance obligations. But when a financial institution gives specific assurances or agrees to lift restrictions, it must act consistently with those commitments.
For companies, the case underlines the importance of documenting all communications with financial institutions, especially where trading restrictions, account freezes, onboarding issues, compliance reviews or termination notices are involved.
For banks and clearing institutions, the case is a reminder that risk management decisions must be carefully documented, consistently implemented and aligned with any commitments made to clients.
Practical lessons for international companies
International companies operating in or through the Netherlands should be aware that Dutch courts will look closely at the contractual relationship, the parties’ communications and the practical effect of restrictions imposed by banks or financial intermediaries.
This is particularly relevant where a company depends on a Dutch bank, broker or clearing institution for:
- securities trading;
- settlement and clearing;
- dividend-related trading strategies;
- access to financial markets;
- payment infrastructure;
- regulated market transactions; or
- cross-border financial operations.
Where a financial institution imposes or maintains restrictions, companies should immediately preserve evidence, including correspondence, trading instructions, transaction records, contractual documents and communications with counterparties.
About this case
Dirk de Waard acted for the companies that were successful before the Amsterdam Court of Appeal. The case was covered by Het Financieele Dagblad in an article titled “Dochter ABN AMRO in de fout met weigeren dividendbeurshandel”. The case was also discussed in FD Dagkoers, the daily podcast of Het Financieele Dagblad, in an episode about the background of the dispute and the potential damages claim against ABN AMRO Clearing.
The matter will continue in damages proceedings, where the amount of compensation will have to be determined.
Contact
This website publishes insights on Dutch corporate law, M&A disputes, shareholder disputes, financial litigation and contractual liability.
For questions about disputes with banks, brokers, shareholders, buyers, sellers or other commercial counterparties, contact Dirk de Waard at dirk.dewaard@viottalaw.com.
