As of 1 January 2025, the dispute settlement procedure has undergone a significant transformation following the entry into force of the Act to Amend the Dispute Settlement Procedure and Clarify the Admissibility Requirements for the Inquiry Procedure (commonly referred to as Wagevoe). In a previous contribution bespraken wij reeds de belangrijkste wijzigingen. Op 20 maart 2025 deed de Ondernemingskamer voor het eerst uitspraak onder deze herziene regeling. De Ondernemingskamer slaat hiermee een nieuwe koers in bij de behandeling van aandeelhoudersgeschillen. Wat betekent deze ontwikkeling voor u, als aandeelhouder?

What is the case about?

This matter involved a brother and sister, both shareholders in a large family business, who found themselves on opposing sides of a dispute. Each held 12.5% of the shares, while the remaining 75% were held by the sister’s partner. Tensions arose between the brother and his brother-in-law, in part because the latter owned a company engaged in activities similar to those of the family business.

The brother filed a request for an inquiry with the Enterprise Chamber, arguing that the conduct of the brother-in-law warranted an investigation into the company's policy and affairs. In response, the sister and her partner submitted a counter-request seeking the expulsion of the brother.

The parties also disagreed on the valuation of the shares. Ultimately, they acknowledged that an amicable separation was unavoidable. In consultation, they withdrew their original requests and jointly submitted an application for a share price determination pursuant to Article 2:343c of the Dutch Civil Code.

Decision of the Enterprise Chamber

The proceedings took place under the revised dispute settlement procedure, which aims to handle shareholder conflicts more swiftly and effectively.

In an interim decision, the Enterprise Chamber appointed an independent expert with a clearly defined mandate to determine the value of the shares. The expert was instructed to carry out two valuations: (1) excluding the value of the related activities of the brother-in-law’s company, and (2) including the value of those activities, by treating the brother-in-law’s company as a subsidiary of the family business.

However, the matter has not yet been concluded. Once the expert report has been completed, the brother, sister and her partner will have the opportunity to respond in writing. The Enterprise Chamber will then determine the final share value and assess to what extent the related activities should be included in the valuation. The Chamber’s final ruling is therefore still pending.

Read the full judgment here.

Implications for Practice

This interim decision offers a first illustration of how the new regime is being applied in practice. A number of key takeaways emerge from this case:

• Application of the revised dispute resolution scheme: The procedure is more transparent and efficient. The appointment of an independent expert avoids protracted debates over competing valuation reports and significantly accelerates the process.
• Flexible valuation methodology: By including multiple valuation scenarios, a more realistic and nuanced view of the share value emerges. This allows the court and the parties to tailor the outcome to the specifics of the case.
• Broad applicability: This model is suitable not only for exit or expulsion cases, but also for disputes involving business succession, restructuring, acquisitions, and strategic separation within family businesses.
• Procedural clarity: The Enterprise Chamber proceeds decisively. Through an interim decision, experts are appointed, advance payments are set, and the course of the proceedings is clearly mapped out. This results in both time and cost savings.
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Conclusion

This decision highlights that the revised dispute settlement procedure, along with the approach adopted by the Enterprise Chamber, enables a more efficient, transparent, and effective method for determining share value. Although the matter is not yet resolved, the interim ruling provides valuable insights for legal and corporate practice. It signals the start of a new era in shareholder dispute resolution, one in which conflicts can be settled more swiftly and constructively.

Do you have questions regarding shareholder disputes or share valuation? Please contact the corporate law specialists at SPEE advocaten & mediation.