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Clifford Chance

Clifford Chance

Briefings

Supreme Court rejects non-binding shareholder vote on board matters

7 May 2018

On 20 April 2018, the Dutch Supreme Court ruled in the Boskalis/Fugro case that shareholders do not have the right to demand a shareholder vote on matters which fall within the management board's authority, such as the policy and strategy of the company, even if such vote would not have a binding effect. The Supreme Court bases its judgment on the Dutch law rule that the board is not required to consult the shareholders on matters which fall within the board's authority, and where the law or the company’s articles of association do not specifically provide otherwise.

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