Looking back: How has COVID-19 impacted trends and developments in Dutch corporate governance?
COVID-19 has proven to be an important driver of shareholder activism in the Netherlands. Notable examples of such activism related to public bids by majority shareholders looking to benefit from a (presumably: temporary) market downturn to take their companies private. Noting such an uptick in shareholder activism related to COVID-19, especially in hard-hit industries, listed companies may look towards novel protective measures to protect against hostile activity. This may in turn drive companies to look into lessons learned from the use of Dutch foundations (stichtingen) in protective measures by listed Dutch companies could also be applied to foreign listed companies. Reference is made to our Q1 and Q4 2020 trend reports.
We have not seen a notable increase due to COVID-19 on the use of special litigation committees, as covered in our Q2 2020 trend report. This is likely related to the straight-forward nature of COVID-19 related litigation to date. We also do not expect COVID-19 to have a significant effect on the use and future development of loyalty share schemes in the Netherlands, despite the developments covered in our Q3 2020 trend report.
Looking forward: How will COVID-19’s impact Dutch corporate governance on the longer term?
We expect that COVID-19 will have an impact on Dutch corporate governance on the long(er) term. For instance, we believe that the possibility to hold virtual general meetings may be permanently introduced in Dutch corporate law and that COVID-19 will eventually play a role in directors and officer’s liability proceedings. Finally, the COVID-19 crisis and the stimulus provided to companies led to a more fundamental debate on what the purpose of companies should be. We expect that this debate will continue during 2021 and accelerate the corporate sustainability agenda of both the Dutch government and many companies.
Should you have any further questions, or do you feel that the described trends could be applicable to your specific situation, please do not hesitate to contact our corporate governance and litigation experts for tailor-made advice.