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22 Jan 2024 How to deal with shareholder disputes?

It is preferable to resolve the dispute amicably, for example by buying out the (other) shareholder, based on an arrangement included in the shareholders' agreement. An experienced business mediator can guide this process professionally and skilfully. In the unlikely event that this does not lead to a solution, Book 2 of the Dutch Civil Code (Sections 2:335 - 2:343a) offers a scheme to resolve such disputes.

In the first place, a claim for the transfer of shares (squeeze-out) can be filed. Shareholders who (separately or jointly) provide at least one-third of the capital can force a shareholder who harms the interests of the company to transfer his shares pursuant to Article 2:336 of the Dutch Civil Code.

The court is obliged to request an expert opinion on the value of the shares pursuant to Article 2:339 DCC, unless the articles of association contain provisions on the valuation of the shares. Pursuant to Article 2:243 DCC, when determining the price of the shares, the court can take into account that the value of the shares has decreased due to the actions of this shareholder.

Apart from this squeeze-out arrangement, it is also possible to file a claim to take over the shares (exit). If a shareholder's rights or interests are harmed, he can force his fellow shareholder(s) to take over his shares pursuant to Art. 2:343 DCC. Again, the court can appoint one or more experts to determine the price.

A shareholder owning at least 10% of the shares can also apply to the Netherlands Enterprise Court. This Court can take far-reaching measures within the company if there is mismanagement. The Enterprise Court can suspend or dismiss directors, appoint temporary directors or supervisory directors, suspend or annul resolutions, temporarily transfer shares, deviate from the articles of association or dissolve a legal entity.

The experienced corporate lawyers and/or experienced business mediator of SPEE advocaten & mediation will be happy to assist you in case of shareholder disputes.

SPEE advocaten & mediation Maastricht

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