A Dutch court removed a STAK director who used priority-share rights and his position to obstruct the BV’s debt recovery. The case involved insider debt, conflicted control and cash the BV needed.
Why this matters
A STAK separates economic rights from voting control. It does not solve a conflict when the debtor can influence the BV’s collection decision. The receivable may remain on the balance sheet, but it cannot pay payroll, tax, rent or supplier invoices until cash arrives. Someone independent must be able to appoint counsel, approve enforcement and represent the BV.
Example
The STAK held all shares in the BV. Its two directors also served as BV directors. One director held the sole priority share and owed court-awarded payments to the BV. The court found a serious breakdown between the directors. Annual STAK board meetings had not taken place since at least 2022. It removed the director under Article 2:298 of the Dutch Civil Code. The five-year restriction on foundation directorships remained in force.
XTROVERSO tips
- Map every overlapping role. List each director, shareholder, certificate holder, priority shareholder, lender, borrower and guarantor. Mark every person with more than one role.
- Review insider receivables. Record the amount, due date, security, payment history and recovery status. Check whether the debtor can influence collection, legal representation or settlement.
- Read the authority documents together. Review the BV articles, STAK articles, administration conditions, share register and priority rights in one file. A trade register extract is only a starting point.
- Set a route for conflicted decisions. Record who identifies the conflict, who steps aside, who appoints counsel and who may approve enforcement or settlement.
- Test the cash position. Check whether the BV can pay payroll, tax and supplier invoices without the expected payment. Let legal, tax and accounting advisers review their own areas.
Need a clear review of your STAK roles, insider receivables and decision powers?
The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Paolo Maria Pavan before publication.
