High Court rules sacked automotive firm boss is entitled to €1.5m shares

The former boss of an international automotive parts manufacturing firm - whose main shareholder is registered in Sandyford, Dublin - is entitled to €1.5m worth of shares after he was fired for allegedly failing to address the company's financial difficulties, the High Court has ruled.

Adrianus Goudriaan was president-director and CEO of the Bosal Group from 2010 until 2016 when he was dismissed without any compensation following an AGM at which it was claimed the group had lost confidence in him. It was claimed the group had found itself in an "extremely difficult situation" which could only be addressed by divestures and capital increase.

It was also claimed a failure to address important advice given by financial advisers, Rothschild, and a failure to appraise shareholders, meant it had to face a crisis in 2016 which could have been mitigated if Mr Goudriaan had acted earlier.

He denied those claims and said after joining the group in 2010, he learned it was not as financially strong as he was led to believe.

Today, Mr Justice Michael Quinn ruled Mr Goudriaan was entitled to a decree that the Dublin-registered shareholding firm, Jenda Corporate Holdings, along with BosalNetherlands BV and a linked company, United Trustees (NZ) Ltd, must specifically perform an element of his (Goudriaan's) contract that he is entitled to acquire 155 shares in Bosal worth €1.5m.

The defendants claimed the period during which he was entitled to exercise that share option plan had expired.

Mr Justice Quinn said the service agreement Mr Goudriaan entered into with the company, and under which he could exercise the share option, could only be terminated on 15 days' notice.

The judge said Mr Goudriaan was initially offered "garden leave" which he refused. On October 28, 2016, Jenda, as sole shareholder of Bosal, passed a resolution suspending him "with immediate effect".

Three days later, he exercised his share option for the 155 shares and asked to defer the €1.5m payment for two years. The following week, on November 4, he was dismissed also with immediate effect.

He subsequently sought transfer of his shares but was told in May 2017 by Jenda he had "no valid right" to exercise the share option.

Mr Goudriaan brought legal proceedings here as well as in the Netherlands and in Belgium where, the judge said, he had relocated and benefited from its favourable "ex-pat" tax regime.

The court had heard Mr Goudriaan joined Bosal on a salary of €1.2m, excluding expenses, with a minimum guaranteed annual bonus of €300,000 along with a €950,000 "sign-on" fee.

He had been approached by the elderly chairman, Karel Bos senior, to head the group which in 2010 had a turnover of €750m, 31 manufacturing plants in 27 countries and employed 7,500 worldwide.

While his son Karel Bos junior had occupied a leadership role for a number of years, his father felt there was a need for a strong external recruit.

Mr Goudriaan was, at the time he was approached, a president-director of DAF Trucks, which had a turnover of €5bn and 8,000 employees.

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