Shareholder Dispute Lawyer in the Netherlands

A shareholder dispute rarely starts with a single decision. It builds: information dries up, board meetings stop producing resolutions, dividends stop arriving, and at some point one of the shareholders wants out or wants the other out. Law & More acts for majority and minority shareholders, for founders and for investors, in Dutch and in English.

When to involve a lawyer

The earlier the better, and for a practical reason: what you can prove later is built now. Minutes, notices, e-mails and the way requests for information are answered all become evidence. Call us when decision-making has stalled, when you are being kept away from the figures, when you receive a demand to transfer your shares, or when you are considering an exit and want to know what your position is worth.

What we do

1. We read the documents first: articles of association, shareholders’ agreement, share register, board and general meeting minutes, financing and any management agreement. That tells us who is formally entitled to do what, and which resolutions can still be challenged.
2. We establish your objective. Staying, leaving, or first breaking the deadlock are three different instructions, each with its own route and its own burden of proof.
3. We set out your position in correspondence. A reasoned proposal carries weight later, both in negotiation and before the court.
4. Where a negotiated outcome is realistic, we negotiate it: a buy-out or a phased exit, including the valuation method, funding of the purchase price, warranties, current account and any restrictive covenant. Valuation is carried out by an independent expert.
5. If no settlement is possible, we prepare and conduct the proceedings, and we discuss the cost, the course and the risks with you before we start.
6. We close the file properly: transfer before the civil-law notary, discharge, and amendment of the articles or the shareholders’ agreement.

The routes, in short

Dutch law offers three broad routes. The first is a negotiated settlement on the basis of the articles and the shareholders’ agreement. The second is the statutory dispute resolution procedure: forced transfer of shares under article 2:336a of the Dutch Civil Code, or exit under article 2:343 for a shareholder who wants to be bought out. The third is inquiry proceedings before the Enterprise Chamber under article 2:345, which are aimed at an investigation into the policy and conduct of affairs and at interim measures rather than at a price.

Since 1 January 2025 the dispute resolution procedure runs as an application before the Enterprise Chamber, which decides as the only court of fact, with an appeal to the Supreme Court on points of law only. If you are working from an opinion or a model drafted before that date, it is worth checking which version of the rules it assumes.

For the full picture of how a dispute develops and what each route involves, read our article on shareholder disputes in the Netherlands: routes, thresholds and remedies. This page is about what we do and how an instruction runs.

What a case involves

Most files we take on move through the same phases: a review of your position, a written exchange between the shareholders, an attempt at a negotiated exit, and only then proceedings. Many disputes settle in the second or third phase, often once a valuation is on the table. Cases that do reach the Enterprise Chamber take longer and ask more of the parties, which is one reason we set out the expected effort per phase before we start.

Costs

We work on an hourly basis. The first introductory conversation is free of charge, and we agree the approach and the expected effort with you before we take a next step that carries cost. We do not work on a no-cure-no-pay basis and we do not give fixed-price quotations for a shareholder dispute, because the size of the work depends on the file and on the attitude of the other side. You receive a written engagement confirmation stating the rate in advance.

Speak to a business lawyer about a shareholder dispute

Put the situation to us briefly and we will tell you what we see and whether we can help. Law & More has its main office in Eindhoven and a visiting location in Amsterdam, and works throughout the Netherlands. We act in Dutch and in English, for Dutch companies and for companies with foreign shareholders or a foreign parent.

• Telephone: +31 40 369 06 80
• E-mail: info@lawandmore.nl

Frequently asked questions

Can I force my co-shareholder to sell?

That is what the forced transfer procedure of article 2:336a of the Dutch Civil Code is for. It requires that the shareholder, by his conduct, harms the interest of the company to such an extent that the continuation of his shareholding can no longer reasonably be tolerated, and the law sets a capital threshold for the shareholders bringing the claim. The articles of association may also contain an obligation to offer shares in defined situations, which is often the faster route. Which route is realistic depends on what you can support with documents.

Can I get out myself?

Yes, through the exit procedure of article 2:343 of the Dutch Civil Code, which is intended for a shareholder whose rights or interests have been harmed to the point that continuing as a shareholder can no longer be required of him. The outcome is an order that the shares be taken over at a price determined by experts. A blocking clause in the articles usually means a sale to a third party is not free, so we first look at whether a negotiated exit is achievable.

What do inquiry proceedings add?

Inquiry proceedings under article 2:345 of the Dutch Civil Code are about the policy and the conduct of affairs, not about the price of the shares. The Enterprise Chamber can order an investigation and can take interim measures while the case runs, such as appointing a director or transferring shares for administration. That can break a deadlock and establish the facts, which often changes the negotiating position in the dispute itself.

Can you act in English?

Yes. We conduct meetings, correspondence and court documents in English as well as in Dutch, and we explain how Dutch company law works to directors and shareholders who are not based in the Netherlands.