MINORITY SHAREHOLDERS NYRSTAR PLEAD FOR LEGISLATIVE CHANGES
- Kris Vansanten
- May 2, 2024
- 2 min read
The Court of Cassation has rejected our appeal against the decision of the Antwerp Court of Appeal of 17 November 2002. This ruling rejected our request to have the allegedly fraudulent takeover of Nyrstar by Trafigura investigated by a panel of independent experts.
This decision by the Supreme Court ends a simple request for transparency in a final refusal, no less than six years after the fact and after numerous legal battles.
Our intention was legitimate and simple: we wanted an independent expert report to avoid a battle of one-sided experts in which minority shareholders would have to fight with unequal weapons, in particular a huge information deficit and more limited budgets. If minority shareholders are denied transparency on the pretext that there are already enough reports from reputable consultants and law firms appointed and paid for by the parties summoned, then this is a licence for dishonest companies with deep pockets to go about their business undisturbed. Or a form of class justice, if you like.
This ruling shows once again that minority shareholder protection in this country is currently woefully inadequate. A fundamental overhaul of our legal system is needed in this area. See also my earlier LinkedIn post on this topic (https://lnkd.in/gCaftftx) We are looking forward to the upcoming annual meeting of Nyrstar NV. It is the first AGM since the publication of the FSMA report where the Chairman and members of the Board of Directors have been fined by the Sanctions Committee and their case has been referred to the Public Prosecutor. When Trafigura came on board in 2015, Nyrstar NV had a market value of €1 billion. Three years later, it had been wiped out, leaving a paltry €20 million. Just enough to pay the many lawyers Nyrstar has hired to defend itself against lawsuits from minority shareholders, the FSMA and the public prosecutor. All this under binding contractual agreements between the board and Trafigura that even prevent the board from taking action against Trafigura.
We look forward to the response of the other minority shareholders and the external auditor to this development and hope for a massive turnout to challenge the board and in particular the independent director Marc Taeymans who was appointed last year.
