Surveys & Shareholder Disputes

What we do

An organization is often started with a great deal of confidence and energy. However, after a certain period, disagreements may arise between shareholders. This not only harms the execution of the business plan but can also lead to a tense atmosphere in the workplace and lower (financial) results. It is wise to seek a solution in the event of a shareholder dispute.

As long as emotions have not yet run too high, mediation between the shareholders can take place. Our corporate counsel and lawyers can assess the situation from a legal perspective, after which the shareholders can enter into dialogue with one another. If this is no longer possible, it must first be investigated whether the articles of association or shareholders' agreement contain a dispute resolution mechanism. If this is not the case, a shareholder can be expelled by the court. Additionally, a shareholder can petition the court to be allowed to leave the company. Finally, an inquiry procedure can be conducted before the Enterprise Chamber of the Amsterdam Court of Appeal. The aim of such a procedure is to restore relations between the shareholders. Within the litigation practice group, we have extensive experience in the legal representation of shareholders before the district court or the Enterprise Chamber.

We have the knowledge and expertise to assume diverse roles: from advisory services to dispute resolution. We have an experienced team of lawyers and legal experts in the fields of inquiries and shareholder disputes. Contact us to discuss the possibilities.

When does a shareholder dispute arise?

A shareholder dispute rarely arises overnight. Often, it involves an accumulation of conflicts: disagreement over strategy, a deadlock between 50/50 shareholders, the failure to pay dividends, suspicions of self-enrichment or conflicts of interest, or a director-major shareholder sidelining the minority. Whether you are a shareholder in an international group or in the private limited company behind the bakery on the corner, the legal playing field is the same; only the stakes and the scale differ. Our lawyers and in-house counsel first map out the facts and the power dynamics and assess which route—negotiation, dispute settlement, or inquiry—best suits your objective.

The statutory dispute resolution procedure: expulsion and withdrawal

The statutory dispute resolution mechanism offers two opposing routes to permanently separate shareholders. Which route is appropriate depends on who suffers damage: the company or the shareholder.

Expulsion (Article 2:336 of the Dutch Civil Code) enables one or more shareholders who together hold at least one-third of the issued capital to demand that a fellow shareholder transfer his shares. A condition is that, through his conduct, that shareholder harms the interests of the company to such an extent that the continuation of his shareholding cannot reasonably be tolerated.

Withdrawal (Article 2:343 of the Dutch Civil Code) works exactly the other way around: here, the aggrieved shareholder himself claims that his shares be taken over, because his rights or interests have been harmed by the conduct of his fellow shareholders to such an extent that the continuation of his shareholding can no longer be reasonably expected of him. There is no minimum threshold for withdrawal.

In both routes, the court determines the price of the shares, usually after advice from one or more independent experts (Article 2:339 of the Dutch Civil Code). In practice, the valuation is often the sharpest point of contention; our legal experts focus specifically on this.

The inquiry procedure at the Enterprise Chamber

The inquiry procedure (Articles 2:344 to 2:359 of the Dutch Civil Code) is conducted before the Enterprise Chamber of the Amsterdam Court of Appeal and is one of the most powerful instruments in Dutch corporate law. Shareholders of a private limited company (BV) or public limited company (NV) are in principle entitled to request an inquiry if they represent at least 10% of the issued capital (Article 2:346 of the Dutch Civil Code); for larger companies, a lower capital value threshold applies.

The procedure consists of two phases. In the first phase, the Enterprise Chamber assesses whether there are well-founded reasons to doubt the proper policy or course of action; if so, it orders an investigation by an independent investigator. In the second phase , based on the investigation report, the Enterprise Chamber may determine that there has been mismanagement (Article 2:355 of the Civil Code).

Immediate provisions and final provisions

The major practical advantage of the inquiry is that the Enterprise Chamber can intervene at an early stage. Pending the investigation, it can immediate measures (Article 2:349a of the Civil Code), such as temporarily suspending a director, appointing a temporary director or supervisory board member, or transferring shares by way of administration. In this way, a strained relationship is broken and an impasse is resolved.

If the Enterprise Chamber establishes mismanagement, it may final remedies (Article 2:356 of the Civil Code): suspension or annulment of a decision, suspension or dismissal of directors or supervisory board members, temporary appointment of directors or supervisory board members, temporary deviation from the articles of association, and — in the extreme case — dissolution of the company. For our lawyers and in-house counsel, the inquiry is often also an effective means of pressure to induce parties to reach a settlement.

Our approach: from mediation to the Enterprise Chamber

Bringing a dispute to court is rarely the primary objective. Wherever possible, we begin with the least intrusive route: a business-like assessment of the legal position, followed by negotiation or mediation between the shareholders. If this does not yield a solution, we first examine whether the articles of association or the shareholders' agreement contain their own dispute resolution mechanism or exit clause before resorting to statutory dispute resolution or an inquiry. Because lawyers and in-house counsel collaborate in our mixed teams, you gain both litigation clout and a keen eye for business and financial interests—tailored to your company, whether it is a listed group or a family business.

Frequently asked questions about shareholder disputes

How many shares do I need to start a survey? In principle, at least 10% of the issued capital (Article 2:346 of the Dutch Civil Code). For large companies, a lower threshold applies, expressed in capital value.

What is the difference between expulsion and withdrawal? In the case of expulsion (Article 2:336 of the Dutch Civil Code), co-shareholders force a shareholder causing damage to transfer their shares; in the case of withdrawal (Article 2:343 of the Dutch Civil Code), the aggrieved shareholder leaves the company themselves in exchange for the takeover of their shares.

Can the judge intervene quickly? Yes. Through interim measures (Article 2:349a of the Civil Code), the Enterprise Chamber can suspend directors or appoint a temporary director during the investigation.

Who determines the price of the shares? The judge, usually after advice from independent experts (Article 2:339 of the Civil Code).

Related expertise

A shareholder dispute often touches upon other aspects of litigation. This page is part of our core expertise area , Litigation / Disputes. If the liability of a director is also involved alongside the dispute, please see Directors' Liability. If the conflict involves a (failed) acquisition, please see Acquisition Disputes.