This is the full text of the lecture given by Teun Struycken, the Dutch Minister for Legal Protection, during the General Counsel NL Annual Conference held on March 24, 2025.
“Good afternoon everyone,
I’m delighted to have been invited to address you today. As general counsels, you serve as a link between businesses and the law. Both of which are crucial elements in the fabric of our country. Today I’d like to start by talking about the quality of legislation and how you can help us improve it. Then I’d like to discuss the rule of law in our democracy, and the role that general counsels can take in this context. After that, and to conclude, I want to reflect on the threats facing the rule of law and our country, and how we can boost our resilience to those threats. With a nod to John F. Kennedy, I’ve given my speech the title: ‘Ask not what the rule of law can do for you. Ask what you can do for the rule of law’.
[Over Eduard Maurits Meijers]
This venue, Leiden University’s Academy Building, is particularly appropriate for today’s gathering. It is the donjon in the academic bastion, the central tower in the academic bulwark that is the University of Leiden: The university that since the 19th century has been called: the Praesidium Libertatis, the bastion of freedom; het bolwerk van de vrijheid.
It brings to mind the many great legal scholars whose footsteps have echoed here over the centuries.
Among them was Eduard Maurits Meijers, a man with apparently boundless legal acumen and drive, and I’d like to make special mention of him today. In the first half of the 20th century, Meijers was professor of civil law and private international law here at Leiden. He was a principled and systematic thinker, but also a pragmatist: in his work as a lawmaker, he proceeded from investigations as to what was needed in day-to-day life and business.
And his work remains invaluable to the rule of law in the Netherlands today. And not just his work; also the story of his life:
In 1940, Professor Meijers was fired by the Nazi occupiers, along with other Jewish professors. In response, his former PhD student Professor Rudolph Cleveringa gave a famous protest speech ‒ in this very building ‒ which led to the university being shut down during the occupation. Meijers was incarcerated in Camp Westerbork, then deported to the Theresienstadt concentration camp. Fortunately, he survived his horrific ordeal and was able to return to Leiden.
After the war, Meijers produced the draft of the current Civil Code. And, although it’s almost impossible to imagine, he actually laid the groundwork for that draft while being held in Theresienstadt, where he wrote his book entitled Algemene Begrippen, from the top of his head, without any books and materials. Meijers serves as an inspiring example to us all. He is my hero, if I must mention one. I am pretty sure that he believed that every lawyer has a part to play in furthering the rule of law, by ensuring that rules serve people and their dealings with each other, including with and between businesses. He was a practical man, who based his views on law reform on the results of his research and questionnaires amongst business people.
[Over de portefeuille rechtsbescherming]
The rule of law is ultimately about the vulnerability of the individual. As a practicing lawyer in Amsterdam for more than 20 years, I mainly advised banks, and businesses in financial distress. But this does not mean I was far from persons in vulnerable positions. Businesses are about people – some of them small business owners who were working hard to stay afloat. Others a business’s employees, customers and suppliers. When things go wrong, people have to be able to count on the rule of law. So I always bear in mind the role that laws and rules play in society, particularly in protecting people, some of them in vulnerable positions.
Today I want to talk about what that means in practice.
[Wetgevingskwaliteit en regeldruk]
The theme of today’s conference is: A tsunami of rules: how can we help each other? This ties in nicely with one of my key responsibilities in the government: the quality of legislation. The procedures and conditions for good-quality lawmaking. And the tests of the impact of a new law, both before and after its implementation.
Everyone involved with legislation has a role and a responsibility in this respect. You too can play a part. In fact: I expect you to. I’ll return to this subject later. So for me, it’s a priority to ensure that legislation is of good quality and can be implemented properly in practice. We shouldn’t be swayed by the issues of the day. The Hague must produce good-quality legislation that is understandable and enduring. In other words: laws that work.
To ensure good-quality legislation, it is necessary to get as many of the relevant parties as possible involved from the outset. Involvement from the Private sector in the drafting process is essential. Particularly when it comes to improving legislation that directly affects businesses, such as company law and insolvency law.
I understand that you are wrestling with the multitude of national and European rules, some of which can be hard to reconcile. Although the regulatory burden doesn’t fall directly within my remit, I can assure you that the practical feasibility of legislation is of great importance to this government. Because when the law creates a disproportionate regulatory burden, that may be a sign that the legislation itself is of poor quality. And a risk that the law will not be effective to realise its policy goals.
In this connection I’d like to mention the Dutch Advisory Board on Regulatory Burden, known in Dutch as the ATR. Last year it was granted permanent status. The Board, which falls under the responsibility of the Minister of Economic Affairs, advises policymakers on how to avoid unnecessary regulatory burdens for businesses, professionals and the public in general. It functions not only at national level, but also as part of a European network.
If in the course of your business you encounter rules that are ambiguous or contradictory, you can contact the Advisory Board about this. Another option is to contact the Ministry of Economic Affairs, by visiting its website [business.gov.nl] and searching for the contact form for reporting regulatory burdens.
Earlier in my career I wrote a doctoral thesis on the numerus clausus dogma, also known as the closed system of property law. The question was: what exactly does this mean? And it took me 12 years to find the answer. One of my insights was that the dogma actually entails an instruction: to the legal profession and to the legislature. An instruction to make sure that developments in society are reflected in new legislation, so that the law continues to meet the needs that arise in legal transactions and to supply the instruments required.
I would like to challenge you to make a contribution. You know from your own experience where the practical difficulties lie. And where you encounter problems and contradictions. As general counsels, you can put your knowledge to good use by participating in online consultations. With your responses, you can let us know what the problems are and suggest solutions. In this way, you can help improve the quality of proposed legislation and policy initiatives and help ensure they can be implemented in practice.
And please don’t think: ‘I’m too busy, someone else will do it.’ Or: ‘I’m sure somebody at the trade association will take care of it.’ If nobody takes the time, the system won’t work and new legislation remains defective and ineffective. It’s up to all of us to rise to the challenge and help produce good legislation that we can work with.
Having good-quality legislation, drafted with your input, will also avoid the need for constant amendments. Amendments that can make legislation seem like an impenetrable jungle.
I’d like to look at a current example of such a proposal: a bill to make it possible for shareholders’ meetings to be held online. It has been formulated in a technology-neutral manner, which means that the legislation will be better equipped to stand the test of time. In developing it, we consulted with an expert group, consisting of specialists from legal practice, precisely in order to produce a better-quality bill. More generally, we also make use of advisory committees, for example on company law, insolvency law and procedural law. Making your expertise available like this is another way in which you can help improve legislation.
I believe that companies have a responsibility to make an active contribution to the quality of our legislation. As general counsels, you are in the perfect position to make that contribution because you serve as the link between businesses and the law. Your contribution to good legislation will also benefit the business sector as a whole. So the time you invest will be time well spent. I would encourage you all to share your ideas. To consider the practical aspects of implementation and what new proposals will mean for the companies you work for. That means being proactive and maintaining a sharp focus on the impact and effects of new legislation. If legislation is aligned with practical needs, it is easier to implement and it will create less of a regulatory burden. So that’s a win-win situation.
[De rechtsstaat]
Having discussed the process of law-making and the quality of legislation, I’d like to move on to democracy and the rule of law. As Staatssecretaris Rechtsbescherming, in English: Minister for Legal Protection, I’ve been focusing on a report by the National Commission on the Rule of Law entitled ‘The broken promise of the rule of law’ (De gebroken belofte van de rechtsstaat), that came out last year in 2024, following up on the serious failings in the childcare benefit system (de toeslagenaffaire). Those failings caused people immense difficulties. And they left the rule of law in serious need of repair.
Those failings were fundamentally at odds with the idea that underlies the rule of law: that the government should provide protection to members of the public, entrepreneurs and businesses. And those same parties should enjoy protection from government overreach. The basic principle is that in a democracy governed by the rule of law the state provides protection by applying the law – and that the state itself is also bound by the law.
Our society, in which not only civil rights but also wealth are shared more evenly than in some places, forms the basis for our prosperity and our well-being. The rule of law offers certainty to individuals and businesses. Everyone can enjoy equal rights under our laws. This fosters confidence, resilience and stability and an attractive business climate.
The Netherlands is a safe country to invest in. Relations between people and companies are properly regulated. And the Netherlands owes its economic prosperity and growth to peace, justice and security. In other words: to the rule of law.
[Rechtspraak]
The excellent reputation of the Netherlands as a jurisdiction for investment and commerce is not just tied to its laws. The independence and the quality of the courts in the Netherlands are another key element. The Dutch courts have a strong reputation for reliability and integrity.
The Netherlands Commercial Court is particularly appealing to businesses. This court hears disputes between companies, especially those with an international dimension. Proceedings are conducted in English and judgments are recognised internationally. This contributes to the reliability of the Netherlands in international commerce.
Having said that, I’d like to note that litigation should not be an automatic response whenever a dispute arises. Showing restraint in taking this step benefits the rule of law, not least because it helps limit the burden on our busy courts.
In commerce, it’s unavoidable that disputes will arise about the interpretation of agreements. The first step is to prevent this where you can, by ensuring that agreements are clear and transparent.
And when disputes do arise, the prime focus should be on resolving them in an appropriate manner. Where possible, different approaches can be taken depending on the parties involved. Think carefully about who your dispute is with. An individual or an SME is a very different opponent than a large corporation, which will have the resources to match you in any legal proceedings.
I talked earlier about the vulnerable people whom the rule of law is intended to protect. But I’d also ask you to bear in mind that members of the public and small business owners don’t have the means to defend themselves against aggressive litigation by large corporations. Is it really at all times appropriate for you to litigate against individuals? Is it appropriate, and effective, to sue people over small claims?
I have serious doubts about that.
It’s better to resolve disputes in a different way. Through dialogue or with the help of mediation. Tomorrow, I will be attending a signing ceremony at one of the companies represented here today, with the goal of agreeing on better ways of collecting monies dues from people in distress: it is called ‘sociaal incasseren’. A wise use of the law and the courts will contribute to the rule of law, paradoxically.
[Weerbaarheid]
So far, I’ve talked about what is needed to uphold the fundamental principles of the rule of law. But we also need to take action to withstand external threats. The threats we face in our country may emanate from state actors or from interference by criminal organisations that operate like multinationals.
If everyone – individuals, companies and government – is aware of the threats, our resilience will improve significantly. The government can’t do that alone. With this, I am calling on you general counsels, in relation to the compliance part of your job.
Resilience means: make your premises, logistics and data as secure as you can. Make sure that your staff are prepared to work together to withstand external pressure. And make security and resilience a constant topic of conversation in the workplace, at all levels of your organisation.
When batches of information fall into the wrong hands, can malicious actors piece them together and detect patterns? Where are the vulnerabilities to be found? These are questions that you need to address in that conversation.
Fifteen years ago, companies were still looking to the government for cybersecurity measures. Now, every boardroom has a Chief Information Officer and board members can be held personally liable for cybersecurity failings in their organisation.
It has to become second nature for companies to protect themselves against hackers and cybercriminals. Now we need to make sure it becomes second nature to protect companies and their staff against the threats posed by organised crime and state actors. And that includes espionage. You may have heard that when this governments meets, devices stay outside in a locker. All devices: laptops and i-pads, i-phones, airpods, smart watches. And there are good reasons for this. It is becoming clear to the people in-the-know, that there are malevolent actors with endless resources and peoples, and a big thirst for data. Any data. And if one collects a lot of them, including small useless data, taken together, these small data start to become valuable information. Frankly, I have come to think that it is awkward that boards in your companies meet and discuss strategy or business development or results, with devices on the table. In this day and age, a resilient society requires a device-less society at times, and there is no reason to think that this does not also require businesses to take appropriate steps. And this includes board room meetings with lawyers and financial advisors.
And there is another way for you as general counsels to help to make our country more resilient. Today, the Secretary of Defence launched his strategy for strengthening the forces that help to defend our country when it becomes involved in warfare of some kind. in a letter dated 17 January 2025, the Stichting voor de Arbeid recommended wording for employment contracts that would enable your employees to enlist as members of the National Reserve and spend time practising and training. If you, within your companies, enable employees to become active in this way, you contribute to the resilience of our country and to protecting the rule of law.
Ladies and gentlemen,
Living in a country like the Netherlands, where the rule of law prevails, is a privilege. We must not take it for granted. As general counsels, you are the primary source of information and the conscience of your companies’ management boards. And I see you as partners in upholding the rule of law in the Netherlands and in the European Union.
I began my speech by citing the inspiring example of Eduard Meijers. His magnum opus, the Dutch Civil Code, remains, in my view, a shining example of good-quality legislation. But even the Civil Code requires continuous upkeep, since society itself is always changing. By making your contribution – by sharing your expertise – you can help us and help your companies in ensuring that the law remains fit for purpose. And in that way, not only will you be helping to uphold the rule of law; you will also be honouring the great legal scholars who paved the way for us. And deserve your seat here today, in the bastion of liberty, the Praesidium Libertatis!
Thank you.”
