Vennootschappelijk belang
Corporate interest
The corporate interest is the interest of the company as an independent legal entity, which prevails over the interests of individual shareholders or directors.
The corporate interest refers to the collective interest of the company itself, encompassing its continuity, sustainability and standing vis-à-vis stakeholders such as employees, creditors and society. Directors and supervisory directors are legally obliged to give precedence to this interest in the performance of their duties, as provided for in Articles 2:8 and 2:9 of the Dutch Civil Code.
This interest occupies a central position in decision-making, as it serves to prevent personal or shareholder interests from prejudicing the company. In situations of conflict, such as takeovers or dividend resolutions, the corporate interest must be applied as the applicable benchmark.
In practice, the courts examine whether decisions have been taken in a reasonable and balanced manner with due regard to this interest, which may give rise to liability in the event of a breach.
“The board refused the acquisition because it was inconsistent with the corporate interest.”
Related terms
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