Supreme Court judgment: HBG not guilty of mismanagement
The Supreme Court of the Netherlands has overturned the decision of the Enterprise Section of the Court of Appeal at Amsterdam given on 21 January 2002.
The appeal from the original judgment had been filed by HBG, Hollandsche Beton Groep nv (since mid-November 2002 part of Royal BAM Group). The judgment relates to HBG’s conduct in bringing about the merger of the Group’s dredging activities with those of Ballast Nedam in 2001. The Supreme Court has also thrown out the charge of mismanagement on the part of HBG that was brought before the lower court at the same time, so that the case is now finally settled.
In its decision of 21 January 2002, the Enterprise Section – having taken into account all quantitative and qualitative aspects of the case – found that it was reasonable for the HBG management to have arrived at its decision regarding the dredging merger. In taking this view, the Court echoed the findings of the two commissions of inquiry appointed by the Court. However, the Court also expressed the opinion that HBG should have consulted shareholders in advance about rejection of a bid for the dredging activities and its decision to go ahead with the merger. The Court judged this to be mismanagement, but went no further than that. HBG took the view that the Group had not been under any obligation to enter into such consultation. Today’s ruling by the Supreme Court upholds that view.
The Royal BAM Group Executive Board is pleased with the Supreme Court judgment. Over the years the Group has attached enormous value to maintaining close contact and open dialogue with shareholders. In that context, it is important that it has now been established that HBG’s decisions in this case no longer need to be a matter for further discussion.
For further information:
Arno Pronk, tel. +31 70 3722121