ECLI:NL:RBAMS:2025:2811

Rechtbank Amsterdam · 09-04-2025 · zaaknummer C/13/758113

Inhoudsindicatie

Motion for disclosure of documents. Share certificates. The company redomiciled and restructured, and the foundation rescinded share certificates (previously issued to Claimants 2-7) because of compliance concerns (which do not apply to Claimant 8 because he resides in a different jurisdiction). In the main proceedings, Claimants 2-7 seek shares or share certificates, or compensation for the rescinded certificates. In their motion, Claimants 2-7 seek documents on the restructuring and share transfer, and Claimant 8 seeks documents to confirm his share certificates and on valuation. Defendants’ response is that their compliance concerns are the real heart of the matter. The Court acknowledges that there is a dispute as to whether Defendants’ compliance concerns have merit, and the Court agrees with Defendants that the analysis must first focus on the compliance concerns, which may be the decisive point in the analysis, one way or the other. If Claimants 2-7 are non-compliant, at this stage, under the agreements, it seems clear that they cannot have either shares, certificates or cash. However, if Claimants 2-7 are compliant, at this point, under the agreements, it seems clear that they must have shares, certificates or cash, one way or another, as appropriate relief was demanded here. All of this would, at this early stage, appear to apply even if the restructuring and the share transfer were to be held invalid. Accordingly, the motion seeking documents on the restructuring and share transfer lacks sufficient interest at this time. However, there may be a sufficient interest on certain points at a later stage, and the Court will therefore reserve its decision on the motion.

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