As of 1 January 2025, the Law on adjusting dispute resolution and clarifying admissibility requirements enquiry proceedings (hereinafter referred to as: the “Wagevoe”) has entered into force.
With the Wagevoe, the former dispute resolution scheme (in Dutch: “geschillenregeling”) has been modernised, making it easier for shareholders and depository receipt holders to terminate deadlocked collaborations. The first judgments of the Enterprise Chamber (in Dutch: the “Ondernemingskamer” or “OK”) applying the new dispute resolution scheme have now been rendered. This article discusses three judgments rendered in the summer of 2025 that illustrate how the Enterprise Chamber is applying the new scheme and what lessons can already be drawn from them.
The main changes following the entry into force of the Wagevoe
Since the entry into force of the Wagevoe, a shareholder can more easily withdraw from his shareholding if, as a result of the conduct of one or more fellow shareholders, his interests are harmed to such an extent that the continuation of his shareholding can no longer reasonably be asked of him. This can be done by submitting an application for withdrawal to the Enterprise Chamber. The requirement under the former dispute resolution scheme of “additional compelling circumstances” has been removed with the entry into force of the Wagevoe. With the Wagevoe, even depository receipt holders may submit an application for withdrawal to the Enterprise Chamber, if they meet the requirements as set out by law.
For an application for expulsion of one the shareholder, since the entry into force of the Wagevoe it is no longer required that the harmful acts of the shareholder to be expelled must have been committed in the capacity of shareholder. Acts performed by the shareholder in another role – for example as a statutory director or adviser of the company – may also constitute grounds for expulsion, provided that such acts harm the company’s interests to such an extent that the continuation of the shareholding of that specific shareholder can no longer be tolerated.
Lastly, article 2:343c of the Dutch Civil Code (DCC) is relevant to emphasize. Since the entry into force of the Wagevoe, this article grants the Enterprise Chamber the power to combine an application for an enquiry proceeding with an application for withdrawal or expulsion in one single proceeding at the Enterprise Chamber. The Enterprise Chamber itself may determine the order in which the proceedings are dealt with. This makes the Enterprise Chamber expressly the “one-stop shop” for complex shareholder disputes.
The first judgements under the Wagevoe
This first year of the Wagevoe has already produced several interesting judgments in which the new dispute resolution scheme was topic of discussion. We discuss three of them.
Court of Appeal Amsterdam (Enterprise Chamber) 17 June 2025, ECLI:NL:GHAMS:2025:1645
This matter concerned a family business, more specifically a private limited company (B.V.) with two shareholders, both holding 50% of the total shares, who together also form the board of directors of the company with joint authorization to represent the company. In 2024, the shareholders discussed a division of the company’s business and, for that purpose, signed a terms agreement on the subject of the division. However, the shareholders were unable to agree on the implementation of that agreement.
One of the two shareholders therefore submitted an application to the Enterprise Chamber on 14 March 2025, seeking both an enquiry proceeding as well as expulsion of his fellow shareholder. The applying shareholder argued that the deadlock concerning the implementation of the division agreement jeopardised the continuity of the company. He also asserted that the position of his fellow shareholder within the business had become untenable and that, therefore, expulsion was justified.
The Enterprise Chamber acknowledged that the relationship between the directors, also being the sole shareholders, had resulted in a seriously and permanently disrupted situation and that this situation had a negative effect on the company and its business. The Enterprise Chamber therefore ruled that there are well-founded reasons to doubt proper management and proper conduct of affairs within the company and ordered an enquiry. As an immediate measure, the Enterprise Chamber appointed a director with a casting vote and sole power of representation. This third director was furthermore specifically tasked with exploring, together with the parties, how a separation of the shareholders’ interests can be achieved so that it is acceptable, financeable, and workable for all parties involved. With regard to the foregoing, the Enterprise Chamber decided to delay the decision on the expulsion request with a period of six months, in order to assess whether the aforementioned immediate measure will result in a solution to the dispute that better meets the wishes and (im)possibilities of both shareholders than the expulsion of one of them.
The Enterprise Chamber’ reasoning in this judgment clearly demonstrates that combining applications may be desirable in certain cases, but does not necessarily result in the immediate granting of both requests. The Enterprise Chamber continues to provide tailor-made justice, taking into account the specific circumstances of each case, and will assess not only what is in the best interest of the company, but also what will lead to a solution suitable and desirable for the shareholders involved.
Court of Appeal Amsterdam (Enterprise Chamber) 4 July 2025, ECLI:NL:GHAMS:2025:1747
This case also concerned a family matter, again a private limited company (B.V.) whose shares are held (indirectly, each through a private B.V.) by three brothers. Prior to the dismissal of one of the three brothers (Brother A) on 7 January 2025, the board of directors of the company consisted of the three brothers jointly. The relationship between the brothers worsened, which led to Brother A in 2023 indicating that he wished to end his day-to-day involvement in the business. Discussions on this subject did not result however in a solution. On 28 March 2025, Brother A submitted an application to the Enterprise Chamber containing a combined application for withdrawal as a shareholder from the company and an enquiry proceeding. At the hearing at the Enterprise Chamber held on 5 June 2025, the parties reached a settlement. As part of that settlement, the Enterprise Chamber was requested by the company and its three shareholders acting jointly to determine the price of the shares in the company pursuant to Article 2:343c (1) DCC. As a result, the application for an enquiry proceeding and the application for withdrawal were withdrawn.
For the determination of the price of the shares in the company, the Guidance for experts in the dispute resolution scheme (in Dutch: de Leidraad voor deskundigen in de geschillenregeling, hereinafter: the “Leidraad”), as published by the Enterprise Chamber, applies. The Enterprise Chamber set 1 January 2025 as the valuation date (in Dutch: peildatum) of the shares. In determining the price of the shares to be transferred, the starting point is that Brother A is entitled to a realistic and reasonable compensation. The Enterprise Chamber shall therefore appoint a single expert, instructing this expert to conduct an investigation, taking into account the Leidraad.
This judgment clearly illustrates what the Wagevoe aims to achieve: the pursuit of a suitable and reasonable solution for all parties involved, ensuring that the interests of the company and its business remain protected. The Wagevoe is not only intended for black or white results but also provides room to achieve amicable solutions within a single proceeding.
Court of Appeal Amsterdam (Enterprise Chamber) 7 August 2025, ECLI:NL:GHAMS:2025:2275
This third matter also concerned a family business consisting of several private limited companies (the “companies”) whose shares are again held (indirectly) by two brothers, both holding 50% of the shares. The management boards of the companies are likewise formed by the brothers, each having independent authority to represent the companies. The relationship between the brothers has been seriously disrupted for years. Brother 1 argues that Brother 2 blocks necessary decision-making and thereby harms the companies. Brother 2 argues that the situation is attributable to Brother 1 and that Brother 1 endangers the continuity of the companies.
On 2 February 2025, Brother 1 submitted a combined application to the Enterprise Chamber, seeking, among other things, an enquiry proceeding and expulsion of Brother 2.
The Enterprise Chamber considered that there are well-founded reasons to doubt proper management and proper conduct of affairs within the companies, justifying the ordering of an enquiry. The parties agree that the relationship has been seriously and permanently disrupted for years, but disagree as to who is to blame. The Enterprise Chamber noted that the disrupted relationship has a negative impact on the functioning of the companies and that an unworkable and irreversible situation has arisen both at the level of the general meeting, as well as within the board of directors.
The Enterprise Chamber therefore ordered an enquiry into the management and conduct of affairs of the companies, particularly focusing on the cause of the disrupted relationship between the brothers. As an immediate measure, the Enterprise Chamber appointed a third director (in two of the three companies) with a casting vote and independent authority to represent those companies. The Enterprise Chamber temporarily delayed the consideration of appointing an investigator, in order to assess whether the appointment of the director may lead to a resolution of the dispute.
With regard to the application for expulsion, the Enterprise Chamber ruled that the conduct of both shareholders has contributed to the deadlocked situation in both the board of directors and the general meeting, harming the interests of the companies to such an extent that the continuation of their joint shareholding can no longer be reasonably tolerated. The parties agreed on this point. The Enterprise Chamber established that only Brother 1 filed an application for expulsion, while at the hearing Brother 2 declared that he was not willing to acquire Brother 1’s shares. The Enterprise Chamber therefore ruled that, in these circumstances, the interests of the companies require that the shareholding of Brother 2 should come to an end. The application for expulsion was therefore granted.
In determining the price of the shares to be transferred, the Enterprise Chamber ruled that the starting point shiuld be that Brother 2 is entitled to a realistic and reasonable compensation. The Enterprise Chamber appointed one expert to conduct an expert investigation to determine the price of the shares, taking into account the Leidraad.
This judgment shows the Enterprise Chamber intervening firmly where the situation requires it. Both the application for an enquiry proceeding and the application for expulsion were granted in this situation, resulting in the parties going their separate ways, thereby safeguarding the interests of the companies.
Conclusion
The Wagevoe has not only modernised and made the dispute resolution scheme more accessible, but also gives the Enterprise Chamber greater flexibility and effectiveness in their rulings. The Enterprise Chamber’ first judgments indicate that the Wagevoe is leading to the intended effects. Whereas the dispute resolution scheme was scarcely relied upon in the past, it has already been used regularly over the past year. By combining different applications before the E, the entire problem within a company can be overseen and, where possible, resolved in full. This is desirable and will ultimately benefit the shareholders and/or directors, as the case may be, as well as the company.
More information
If you have any questions about potential proceedings before the Enterprise Chamber or the entry into force of the Wagevoe, please contact Nica Voets (nvo@kneppelhout.nl), corporate law attorney and specialist in inquiry proceedings and the dispute resolution scheme.
