Effective shareholder dispute resolution: the revamped regime from 2025

Shareholder disputes can significantly disrupt a company’s growth and stability. In practice, existing legal regulations often prove inadequate and legal proceedings are unnecessarily slow and complex.

The new legislation, which will enter into force on January 1, 2025, will change this. The Act on Adapting Dispute Settlement Procedures and Clarifying the Admissibility Requirements for Survey Proceedings (Wagevoe) will make it simpler and faster to resolve shareholder disputes. This development offers entrepreneurs a more efficient way to settle conflicts within their company in the long term and prevent further damage to the company.

What will change?

1. Faster and simpler procedures.

Currently, shareholders who want to resolve a conflict must initiate a subpoena process in court. This process is often lengthy and cumbersome. From 2025, this will be replaced by a petition procedure at the specialized Enterprise Chamber of the Amsterdam Court of Appeal. This means shorter processing times and more specialized knowledge on the part of the court.

In addition, with the Wagevoe, all dispute proceedings will be converted to a petition procedure. This allows all shareholders and other interested parties to be directly involved in the proceedings by the Enterprise Chamber. This is in contrast to the current summons procedure, in which only directly involved parties play a role and third parties can get involved only after complex legal interventions. This change will make proceedings more efficient, faster and more expert.

     2. Wider scope

Until now, shareholders could only claim a forced exit or expulsion if the problem was directly related to their shareholding. From 2025, other conduct, such as managerial misconduct or competition with one’s own company, can also serve as grounds for expulsion. This will allow entrepreneurs to better protect themselves from harmful behavior within their companies.

      3. One judge for all shareholder disputes

Currently, shareholder disputes sometimes go through multiple bodies, causing delays and additional costs. As of 2025, the Enterprise Chamber will handle all proceedings surrounding shareholder expulsions and exits. This will avoid duplication of work and lead to faster and better substantiated judgments.

      4. Related claims possible

A shareholder dispute often involves several legal issues simultaneously, such as unpaid management fees or compensation claims. The new law allows these to be dealt with together with the litigation process. This ensures that all aspects of the conflict are resolved at once.

      5. Certificate holders get more rights

From now on, holders of depositary receipts (provided they have meeting rights) can also apply to have their depositary receipts taken over. This gives them additional protection against unreasonable situations, such as the structural withholding of dividends.

What does this mean for you as a business owner?

Conflicts between shareholders can be a major risk to the continuity of your business. The new regulation offers a faster and efficient way to definitively resolve disputes. This emphasizes once again how important it is to make clear agreements in a shareholder agreement on matters such as valuation of shares and dispute resolution.

Are you facing a shareholder dispute or want to avoid ending up in a complex procedure? Our lawyers are happy to help you with advice, contracts and litigation support.Please contact one of our  attorneys by email, phone or fill out the contact form for a free initial consultation.