DeSeizoenen is a healthcare institution for adults with intellectual disabilities, with six branches in various locations in the eastern and southern Netherlands. DeSeizoenen is prohibited from distributing profits. DeSeizoenen was founded at the end of 2011 to take over part of the healthcare business of the bankrupt Stichting Zonnehuizen. The receiver and the banks involved had given DeSeizoenen the use of part of Stichting Zonnehuizen's real estate. In March 2016, this real estate was acquired by Vastgoed DeSeizoenen B.V., a sister company of DeSeizoenen. This acquisition was made possible in part by a loan that DeSeizoenen provided to Vastgoed DeSeizoenen and by the lease agreements that DeSeizoenen concluded with Vastgoed DeSeizoenen. There was an intertwining of functions and interests of directors and some of the supervisory directors of DeSeizoenen on the one hand and the (indirect) shareholders of Vastgoed DeSeizoenen on the other.
In an earlier ruling dated April 30, 2018, the Enterprise Chamber had ordered an investigation into DeSeizoenen's policy and conduct during the period from January 10, 2012, to March 15, 2016.
The Enterprise Chamber ruled that the way in which DeSeizoenen's governance was organized was so negligent that it constituted mismanagement in the period up to the end of February 2014. This concerns the aforementioned intertwining of functions and interests, combined with the fact that no independent persons were appointed to actively represent the interests of DeSeizoenen when entering into agreements with Vastgoed DeSeizoenen in the crucial period prior to the first bid on the real estate and the subsequent agreement in principle with the banks. This opinion is reinforced by the fact that no valuation of the rental value of the property had been carried out.
The Central Client Council was of the opinion that the real estate should have been acquired by DeSeizoenen itself or by a subsidiary of DeSeizoenen. The Central Client Council also believed that the chosen structure was unacceptable and that the content of the agreements concluded was in itself evidence of mismanagement. The Enterprise Chamber rejected these positions.
