Onder 9.27 Parket bij de Hoge Raad 12 mei 2023

The Tribunal is of the opinion that [kind 1] and [kind 2] should have opposed the position taken by [betrokkene 2] at the 30 October 2013 meeting that they had resigned, together with [eiser] , as supervisory directors of [Holding] . They could have argued their position on the basis of the facts listed above in the preceding paragraph and also have argued that [Holding] nor any of its (managing) directors could invoke such alleged resignation because that would be unacceptable from the perspective of reasonableness and fairness as provided for in article 2:8(2) of the Dutch Civil Code. In addition, they should have advised [betrokkene 2] that if he were to maintain his position, the consequence would have been that he was never appointed as a managing director of [Holding] nor that [betrokkene 3] was appointed as a supervisory director for [Holding] and that, consequently, [kind 1] and [betrokkene 1] as representatives of STAK (...) would have been the persons to appoint the new supervisory board in accordance with the 2013 SA. At the very least, [kind 1] and [kind 2] , together with their attorneys, should have entered into a dialogue with [eiser] and his attorney in order to challenge the position taken by [betrokkene 2] with respect to the termination of their directorship. (...)

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