A shareholders’ agreement containing a valuation cap is intended to retain shareholders in the company, not to force a co-shareholder to leave at a dumping price. The Enterprise Chamber disregards the entire price-setting mechanism when that mechanism is used as a means of exerting pressure.
The case
In 2022, five employees of X-Center Benelux B.V. carried out an employee buy-out. To this end, they established X-Center Holding B.V. and jointly purchased the shares in X-Center Benelux for 2,000,000 euros, partly financed by a loan from ING Bank and a subordinated loan from the previous shareholder. Each of the five participants placed their stake in a personal holding company. One of them, hereinafter referred to as shareholder 1, held 18 per cent of the shares in X-Center Holding through her holding company and acted as financial manager on the basis of a contract for services.
On 6 February 2025, all parties signed a shareholders’ agreement. This included, amongst other things, a mandatory offer provision: a shareholder was obliged to offer her shares to the other shareholders as soon as her management contract or contract for services was terminated, for whatever reason (Article 6(2)(B)(f)). The price was determined on the basis of an EBITDA formula using a multiplier from the Brookz Acquisition Barometer, but was capped at 2,000,000 euros until 1 April 2029 (Article 10(2)).
On 25 September 2025, the other shareholders informed Shareholder 1 that they considered her director to be failing to fulfil his entrepreneurial role adequately. They proposed that he sell his shares in accordance with the valuation provisions in the shareholders’ agreement, including the price cap. Shareholder 1 refused. The other shareholders then suggested that his contract of engagement would otherwise be terminated, which would trigger the obligation to make an offer. Shortly afterwards, a general meeting was convened with the termination of that contract of engagement on the agenda. At the same time, a one-off management fee of 200,000 euros for the period 2022 to 2025 was being prepared, from which Shareholder 1 was expressly excluded, and internal discussions were already underway regarding the admission of a new, sixth shareholder, for whom one of the current shareholders would make way.
On 2 February 2026, Shareholder 1 submitted a request for an inquiry to the Enterprise Chamber. At the hearing on 7 May 2026, she amended her application: primarily, she sought compulsory withdrawal on the basis of Section 2:343(1) of the Dutch Civil Code; in the alternative, she sought an inquiry.
The legal question
The central question was whether Shareholder 1’s rights or interests had been prejudiced to such an extent by the conduct of X-Center and the other shareholders that she could no longer reasonably be expected to continue her shareholding. This was followed by the question of what price she should receive for her shares: should the price-determination mechanism agreed in the shareholders’ agreement, including the ceiling of 2,000,000 euros, be applied, or could the Enterprise Chamber disregard it?
The ruling
The Enterprise Chamber granted the application for withdrawal.
All parties agreed at the hearing that relations had been permanently disrupted. The follow-up question was which party was responsible for this and to what extent Shareholder 1’s rights or interests had been prejudiced by that disruption. The Enterprise Chamber ruled that, from September 2025 onwards, the other shareholders had deliberately sought to bring about Shareholder 1’s departure. The Enterprise Chamber characterised the argument that she had failed to fulfil her role as an entrepreneur adequately as an ad hoc argument: what that entrepreneurial role actually entailed had never been made clear, and until the spring of 2025, Shareholder 1 had never been called to account on this point. Her performance as a financial manager was beyond dispute.
Two further circumstances contributed to this picture. Firstly, the intention to exclude Shareholder 1 from a one-off payment with the characteristics of a disguised profit distribution. Secondly, the announcement to staff on 19 December 2025 that Shareholder 1’s director was not present at the office due to "differences of opinion regarding the interpretation and working methods within the finance department", which further undermined his position within the organisation.
On the issue of price determination, the Enterprise Chamber adopted a striking position. It disregarded the entire price determination mechanism, meaning not only the ceiling of 2,000,000 euros but also the EBITDA formula itself. The assessment framework: pursuant to Section 2:340(3) of the Dutch Civil Code, the Enterprise Chamber does not take contractual provisions into account when determining the price, insofar as their application would lead to a manifestly unreasonable price. That was the case here. If the cap had been applied in full, Shareholder 1 would have received approximately 593,817 euros for its 18 per cent stake, whilst the value without the cap stood at approximately 1,350,000 euros. The difference was substantial and the cause lay with the other shareholders: they had brought about Shareholder 1’s departure on manifestly improper grounds and had an interest in the application of the cap because this would allow part of the accumulated value to flow to them.
The Enterprise Chamber added that the formula and the cap were inextricably linked and that the pricing mechanism also had methodological flaws: it combined a market value method with an accounting method by adding equity to the EBITDA formula, which is methodologically incorrect.
Pursuant to Section 2:339(1) of the Dutch Civil Code in conjunction with Section 2:343(2) of the Dutch Civil Code, the Enterprise Chamber appointed an expert to determine the value of the shares. The reference date is the date of the decision, 16 July 2026. X-Center shall bear the advance payment towards the costs of the investigation.
Implications for practice
This decision demonstrates that a valuation cap in a shareholders’ agreement serves a specific purpose, namely to safeguard continuity and discourage early exit, and ceases to be valid as soon as it is used by the majority to coerce a minority shareholder. The Enterprise Chamber considers not only the wording of the contract but also the context: who activated the exit trigger, for what reason, and who benefits from the low cap?
It is also noteworthy that the Enterprise Chamber ruled the entire mechanism inapplicable, including the formula. It saw no grounds for isolating the formula from the ceiling and, moreover, identified methodological flaws in the valuation formula itself. Parties who include a pricing formula in their shareholders’ agreement must bear in mind that the Enterprise Chamber assesses that formula for internal consistency: combining a market value approach and an accounting component within the same formula may lead the court to set aside the entire mechanism.
What you can do
When concluding or revising a shareholders’ agreement, the valuation provisions deserve careful attention. Consider, for instance, the definition of the situations in which an exit trigger may be invoked, the methodological consistency of the valuation formula, and whether the cap or the formula would still hold up if a shareholder were forced to leave as a result of the actions of the others.
If you are already involved in a dispute concerning the withdrawal or buy-out of a shareholder, it is important to assess at an early stage whether there has been conduct that has disrupted relations and how this affects the burden of proof regarding the price. We would be happy to advise you on the contractual position, the evidence strategy and the procedure to be followed.
Would you like more information?
Please contact Michiel or one of the other professionals from the Corporate & Commercial Litigation.
.jpg?h=315&fit=crop-50-50)
.jpg?h=315&fit=crop-50-50)
