It was an intriguing picture Thursday afternoon at the Court of Appeal in Amsterdam: 74-year-old Twente entrepreneur Gerard Sanderink, hand in hand with his girlfriend, more than twenty years younger, self-proclaimed cyber expert Rian van Rijbroek. He in a dark blue suit, walking slightly bent over, eyes turned to the ground. She is dressed in a bright yellow blouse, looking defiantly at the crowd that has gathered.
One of the most bizarre corporate affairs ever captured in one image.
The much-discussed love couple reported to the Enterprise Chamber of the Court of Appeal in a case brought by the Public Prosecution Service (OM). The Public Prosecution Service wants the Enterprise Chamber to investigate mismanagement at IT company Centric van Sanderink, “for reasons of public interest”. Due to Sanderink’s reappointment as director last month, customers are running away, which, according to the Public Prosecution Service, endangers the jobs of 2,500 Dutch employees. The Justice Department therefore asked the Enterprise Chamber to immediately suspend Sanderink as a director – a step that it itself had to do beforehand described as “unique”.
The session itself was also quite unusual. Sanderink argued that he is the only one who can get Centric back on track as a director and complained about the ‘continuous negative reporting’ in the media, which would also unnecessarily write his girlfriend ‘devastated’. Computer expert Van Rijbroek told about her high-level contacts, including at the FBI, although she says she was not allowed to divulge too many details because of non-disclosure agreements. However, she stated that the Netherlands is now in „phase 7 of the cyber kill chain” sitting: ATMs would be about to spit out banknotes on their own.
Enterprise chamber has yet to decide whether there will be an inquiry into mismanagement
The Enterprise Chamber made mincemeat of their sometimes muddled defence. Sanderink was not only immediately suspended as director, he also lost control of his shares in Centric Holding – at least temporarily. “Mr. Sanderink seems unable to keep Centric’s interest separate from his private interests,” the Enterprise Chamber ruled. Recent events give rise to doubts about Sanderink’s ability to make rational decisions.
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Experts speak of an exceptional decision: “I do not have an example of a case in which the Enterprise Chamber took immediate measures of this type at the request of the Public Prosecution Service,” says Steef Bartman, corporate law lawyer and professor at the University of Maastricht. “It is quite special that the Enterprise Chamber still makes a decision on the day of the hearing,” says Gerard van Solinge, professor of corporate law in Nijmegen and lawyer at Allen & Overy. “It shows that people thought that this should not be waited a moment longer.”
For Centric, this means in the short term that calm will return to some extent. Board member Peter Mous, who had been suspended by Sanderink earlier in the week, will return as director for the time being. In addition, the Enterprise Chamber is looking for two new directors who want to take care of the IT company in the coming period. Van Solinge: „That is still quite a search. Centric is a very nice company, but it has slowly been driven into the abyss due to years of tampering. You have to feel like it.”
In addition, the Court of Appeal is looking for someone who can temporarily take over the management of Sanderink’s shareholding in Centric. An independent lawyer or accountant often takes on this task. The suspension of a director and the freezing of his shareholding is more common in proceedings before the Enterprise Chamber, experts say; it can be a way to quickly restore calm in a company.
The Enterprise Chamber has yet to decide whether to conduct an inquiry into mismanagement at Centric. According to a spokesperson for the Court of Appeal, it is not yet clear when that question will be discussed during a hearing. The spokesperson for the Public Prosecution Service was also unable to say anything about the continuation of the case: “A date has yet to be planned for the substantive handling of our request. It was now first about the immediate facilities that we found necessary in the short term.”
According to experts, if Sanderink wants his shareholding and board seat at Centric back, he can do nothing but wait for the inquiry procedure. Should this prove that he is nevertheless suitable to exercise control over the company, the decisions of last Thursday can be reversed. That process can take two to three years.
Whether it will come to that is the question: many proceedings at the Enterprise Chamber do not continue until the investigation into mismanagement has been fully completed. A temporary measure often takes the sting out of a business conflict, or the request for a survey is terminated because those involved can still resolve the matter on their own. “You never know what will happen in the Enterprise Chamber,” said the Court’s spokesman. To give an idea: in 2021 dealt with the Enterprise Chamber 113 new inquiry requests, and only 13 requests to move an ongoing procedure to the final stage; having an independent investigator examined the state of affairs in a company.
He did not want to say what Gerard Sanderink will do now after the verdict on Thursday. “In many cases, such a case is resolved because someone realizes that it is better to give up, says lawyer Van Solinge. “But given the attitude of Sanderink so far, you can wonder whether that will happen.”