23 November 2023

Bill submitted to improve shareholder dispute resolution and corporate inquiry proceedings

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For corporate disputes, Dutch law provides for the dispute resolution procedure (geschillenregeling) and corporate inquiry proceedings (enquêteprocedure). A recent bill aims to improve the effectiveness of the dispute resolution procedure and to broaden the grounds for awarding remedies. The bill also clarifies the admissibility requirements for inquiry proceedings for listed companies' shareholders and depositary receipt holders.

Improvement of statutory dispute resolution procedure

In the case of shareholder conflicts within Dutch private companies (BVs or NVs), the statutory dispute resolution procedure provides for ways to obtain a permanent remedy, in particular a forced shareholder exit. The proposed changes include the following:

  • The Enterprise Chamber of the Amsterdam Court of Appeal will hear claims as a court of first instance - this shortens the proceedings as a whole and makes the process more efficient where they overlap with statutory corporate inquiry proceedings.
  • In considering a forced shareholder exit, the court can take into account the shareholder's conduct not only as a shareholder but also as, for example, a director or competitor.
  • The dispute resolution procedure will no longer apply to BVs or NVs with shares or depositary receipts for shares listed anywhere in the world.

Clarification of admissibility criteria for inquiry proceedings

The second part of the proposed bill is only relevant for listed companies with an issued share capital of EUR 22.5 million or less. In corporate inquiry proceedings, these companies are currently subject to different admissibility criteria, but this will change under the new bill. Holders of shares or depositary receipts in all listed companies will have the right to request a corporate inquiry if they represent at least 1% of the issued share capital or a stock market value of EUR 20 million.