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Things aren’t going well at EV-Box. While EV-Box recently had to cancel an IPO, Engie, as a major shareholder, also intervened in the management and supervisory board at subsidiary EV-Box. Based on the intervention at EV-Box, corporate lawyer Martijn Kesler explains the various options for regaining control as a shareholder.

The problems at EV-Box

On 30th December 2021, EV-Box announced that it was cancelling its IPO with immediate effect. An IPO involves a lot of hassle and costs. For that reason, one does not take the decision to cancel it lightly. In this case, the EV-Box IPO took place via a SPAC

It is slowly becoming apparent that EV-Box’s financial statements for 2019 were presented better than they actually were. On top of that, EV-Box was suddenly going to review its ‘future scenarios’ and ‘business plans’.

Laadpaal

Intervention by shareholder Engie

While there is speculation as to whether the error in the financial statements may have been intentional, Engie, as a shareholder, has taken immediate action:

  1. Several EV-Box board members have suddenly left;
  2. The entire supervisory board of EV-Box has left;
  3. Directors who come from major shareholder Engie have suddenly been appointed as director at EV-Box;
  4. A new supervisory board has also been reappointed at EV-Box.

Engie felt it necessary to do a “clean up” at her subsidiary and take control. The question is, however, when a shareholder is able to do this. There are two options:

  1. intervene through the general meeting of shareholders;
  2. intervene through the Enterprise Chamber.

Option #1: intervene through the general meeting of shareholders

In order to be able to intervene through the shareholders’ meeting, it is important that the shareholder can exercise sufficient controlling rights to proceed with the dismissal of directors. Sufficient control rights can be obtained if a single shareholder holds sufficient shares, or if shareholders conspire in the shareholders’ meeting and jointly reach sufficient control rights.

As Engie acquired all shares in EV-Box in 2017, Engie could act as sole shareholder from that moment on. Because of the control that Engie was able to exercise, it was also easy to intervene in its subsidiary.

Option #2: intervene through the Enterprise Chamber

But what if a shareholder (alone or jointly) cannot exercise sufficient controlling rights? In that case, a shareholder who (alone or jointly with another shareholder) holds 10% of the shares can apply to the Enterprise Chamber to (for example) have directors suspended and eventually fired.

The Enterprise Chamber aims to intervene quickly. The removal of directors or supervisory directors can be realised within a few weeks. To do this, a lawyer must submit a petition to the Enterprise Chamber and substantiate the request with all relevant facts and circumstances that matter. The Enterprise Chamber can quickly act in the oral hearing that follows. After that, the Enterprise Section will appoint a researcher and conduct an investigation. The costs associated with this are ultimately paid by the relevant director.

Acting quickly can be in the company’s interest

Direct intervention by a shareholder is sometimes required. By acting quickly, a director is prevented from selling certain business units or committing fraud, for example. A shareholder should always be wary of this.

VIOTTA helps you take action

Is it necessary to take immediate control of your company? In that case, you should be assisted by a lawyer. This ensures that you can act efficiently and decisively. VIOTTA’s lawyers are experienced, flexible and quick. It never happens that the costs exceed the benefits. That is why we always start with a quick scan, so that you will not be faced with unpleasant surprises afterwards.

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Restructuring & Insolvency

VIOTTA’s insolvency lawyers have many years of national and international experience at various law firms.