Betekenis Settlement Agreement
Category : Uncategorized
16 It should be noted that, in the converium case law, the Court of Justice has also decided, as a separate and autonomous basis, that the transaction agreement to be declared binding must be implemented in the Netherlands. Accordingly, the Court also assumed jurisdiction on the basis of Article 5, paragraph 1, the Brussels I regulation and the Lugano Convention. 1 Since the decision of the United States Supreme Court in Morrison/National Australian Bank1, the international relevance of the Dutch Class Action Act has increased. Indeed, the Netherlands, since “foreign class actions” have become a problem in the United States2, could become a serious alternative to certification of class actions where non-U.S. investors are listed in non-U.S. markets. 27 The WCAM provides that the Court rejects the binding statement where the compensation awarded in the transaction contract is not reasonable, taking into account, among other things, the extent of the injury, the ease and speed of the compensation and the possible cause of the injury. In Converium, the Court held that all circumstances are relevant, including those that occurred after the amount of compensation was determined or after the closing of the transaction (final decision, point 6.2). 8 Disclosure of the persons concerned is of crucial importance both at the trial stage, when a binding declaration must be reached, and after the binding declaration has been issued.
The binding effect of a transaction agreement is considered acceptable only if the interested parties have been properly informed during both phases and have thus had the opportunity to object and unsubscribe.4 17 Since the shell comparison is in USD, differences can be caused by differences in exchange rates. The Court found that this situation was not unreasonable, given that the USD is internationally recognized and the shareholders were established in several different jurisdictions. 35 In Converium, the Court also found that the total amount of the proposed transaction was not unreasonable, despite the considerable legal fees of 20%. The Court held that, given that most of the preliminary work was done by U.S. lawyers, U.S. standards should be taken into account in assessing a reasonable royalty, which is customary and reasonable. The Court found that it was sufficiently established that the levy under these standards was not disproportionate (final decision, justification 6.5.1 to 6.5.7). In addition to the right to dissolve the worker mentioned above during the cooling-off period, the parties waive the termination of this transaction contract, as far as the law allows. 14 The decision that the parties for which the transaction agreement was concluded are in fact the persons who must be “prosecuted” under Article 2 of the Brussels I Regulation and the Lugano Convention appears to be correct. It is these people who can be bound by the binding declaration. They must be informed of the request for a binding declaration in order to oppose the application. This implies that they are the potential defendants in the litigation.
However, this approach was critically reviewed in a report commissioned by the Dutch Ministry of Justice8. 30 The concept of “adequacy” also refers to the amount of compensation awarded in the transaction contract.