Entitlement to Dividend after Share Transaction?

Questioner

2 years before the sale of the business, dividends should have been paid out, but this did not happen. After the sale (all debtors and creditors were taken over), this came to light. Am I still entitled to this dividend payment?

Lawyer

There are two things of importance: 1. Was a decision taken at the time to pay out dividends? If so, then in principle you would have a claim on the company. In principle, your claim to dividends will not expire until five years after the dividend decision was taken. 2. You indicate that the debtors and creditors have been taken over (asset/liability transaction). I understand that there has therefore been no share transaction. To the extent that you still have a claim, it concerns a claim on the company and not on the buyer of the debtors and creditors.

Questioner

Thanks for your response. I probably should have mentioned that the entire business was sold. (with share transaction). Can I still claim the dividend?

Lawyer

Prior to the share transaction, a book audit will probably have taken place, and all kinds of guarantees will have been given (such as balance sheet guarantees, etc.). Apparently, the dividend still to be claimed did not come to light at that time. Since you, as the selling party, are the same as the one with the dividend claim, I think that the contract excludes that you can still claim the dividend. If you wanted to have this investigated in detail, I would have to look at the purchase agreement and the deed of transfer of the shares.