Wagevoe

Wagevoe

Since 1 January 2025, a new act was introduced for shareholder disputes: the ‘Act amending the dispute resolution rules and clarifying the admissibility requirements for inquiry proceedings’ (in short: Wagevoe). Before 2025, anyone who wanted to buy out a co-shareholder or leave a company could usually expect a long process involving various procedures. As my colleague Rick Dijksterhuis explained at the time in his earlier contribution on this bill, the legislator had one clear goal: to make the resolution of shareholder disputes faster, simpler and more practical. In practice, we see that this has an impact on the way shareholders litigate.

The Enterprise Chamber

The biggest feature of the Wagevoe – a single central forum for withdrawal (uittreding), expulsion (uitstoting) and inquiry (enquêteverzoek) – is that shareholder disputes are no longer fought out in stages. Whereas parties previously often opted for a tactical sequence (e.g. first an inquiry, then a withdrawal procedure), there is now a single integrated procedure before one single court: the Enterprise Chamber of the Amsterdam court of appeal (de Ondernemingskamer).

This offers speed, but also requires more strategic preparation in advance. After all, a request for an inquiry can be combined with a withdrawal procedure or expulsion procedure in a single petition.

In concrete terms, this means that:

there is now only one factual court;
appeals are no longer possible (only cassation before the Supreme Court);
the Enterprise Chamber can now also rule directly on related civil disputes, for example on loans between shareholders or non-competition agreements; and
a shareholder can request in a single petition an investigation into the company's policy and a compulsory transfer or purchase of shares.

Initial experiences from first rulings

The first rulings show that the procedures under the Wagevoe have a potential for a quick turnaround and that the Enterprise Chamber, while considering the request for an inquiry, carefully considers whether a request for expulsion or withdrawal can be granted. Three examples:

20 March 2025 (ECLI:NL:GHAMS:2025:703) (link to full ruling in Dutch)

This is the first ruling by the Enterprise Chamber since the introduction of Wagevoe. In a family business with three shareholders – a brother, his sister and her partner – a dispute arose over a conflict of interest because the sister's partner was engaged in competitive activities through another company. The brother initiated an inquiry procedure, to which the sister and her partner responded with a request for expulsion. Ultimately, the parties realized that continuation was impossible and withdrew their requests in order to jointly submit a price determination request to the Enterprise Chamber (article 2:343c of the Dutch Civil Code). The Enterprise Chamber appointed an independent expert to determine the value of the shares. After the expert report, the parties may respond, after which the Enterprise Chamber will decide on the final price and the scope of the valuation.

19 June 2025 (ECLI:NL:GHAMS:2025:1618) (link to full ruling in Dutch)

In this dispute between two brothers, each of whom held shares in a family business through personal holding companies, ‘brother H’ requested withdrawal due to a disrupted working relationship. The Enterprise Chamber rejected the request for withdrawal: the tensions were largely attributable to himself and there was insufficient evidence of a violation of his rights. ‘Brother M’ was not considered to have acted unreasonably. However, the Enterprise Chamber did rule – in the inquiry proceedings – that, in deviation from the articles of association, for (at least) the duration of the inquiry procedure, a decision to amend the articles of association could be taken by a simple majority of the votes cast, in order to strengthen the governance structure.

7 August 2025 (ECLI:NL:GHAMS:2025:2275) (link to full ruling in Dutch)

Another family conflict. Two brothers, each a 50% shareholder and director of their joint venture, became divided. Previous attempts at mediation and resolution methods failed, causing the collaboration to come to a complete standstill and even the employees to leave. The behaviour of both shareholders caused an irresolvable impasse, damaging the interests of the company to such an extent that the continuation of the joint shareholding could not reasonably be tolerated. Shareholder 1 requested the Enterprise Chamber to conduct an inquiry and grant immediate relief and also requested the Enterprise Chamber to expel his brother as a shareholder. The other brother, shareholder 2, did not ‘counter’-request the expulsion of his brother, shareholder 1. The Enterprise Chamber ruled that there were valid reasons to doubt the policy, given the lack of consultation, the violation of financing conditions and the internal tensions. In the inquiry procedure, the Enterprise Chamber ordered an investigation and took immediate measures by appointing an independent director with a casting vote. In the expulsion request, the Enterprise Chamber granted the request and appointed an expert to determine the price to be paid by shareholder 1 for the shares of shareholder 2.

Wagevoe – conclusion

Practice seems to show that the Wagevoe is achieving its objective for the time being in the sense that it offers speed, coherence and expertise. The upcoming period will show how flexible the Enterprise Chamber will remain in dealing with the new regulation.