The tension between protection and governance autonomy
As a minority shareholder, you may feel that you are being bypassed in major decisions. A takeover, restructuring or liquidation directly affects your interest, while the majority sets the course. Dutch company law offers an important safety net through the right of inquiry. You can ask the Enterprise Chamber of the Amsterdam Court of Appeal to order an investigation into the policy and affairs of a company. But that safety net has limits. The recent decision of the Enterprise Chamber in the Crown Liquidation Co N.V. (formerly Centogene N.V.) case shows where those limits are and what you can do as a shareholder to protect your position.
The case in brief
The order was issued on 4 December 2025 by the Enterprise Chamber of the Amsterdam Court of Appeal (ECLI:NL:GHAMS:2025:3540).
At the centre of the case was the company Centogene N.V., a Dutch-based holding company that held all shares in the German company Centogene GmbH. This German company operated a world-leading laboratory in the field of diagnosis and treatment of rare diseases through genetic research. Centogene N.V. was listed on the US stock exchange NASDAQ.
In autumn 2024, Centogene sold its shares in Centogene GmbH to Charm IV, a European private equity fund. Upon completion of this transaction in March 2025, Centogene N.V. was renamed Crown Liquidation Co N.V. and put into liquidation. A group of minority shareholders, led by Equicore Beteiligungs GmbH and the company's original founder, opposed the course of events. They requested the Enterprise Chamber to order an inquiry and immediate relief, including the appointment of an independent liquidator.
Six objections, no hearing
The minority shareholders based their request on six grounds. They argued that the notice period for shareholders' meetings was too short. In addition, they argued that the company did not have an authorised and complete management and supervisory board at the time of the transaction. They also believed that their interests had not been sufficiently taken into account, that there was no proper financial understanding, that the provision of information was poor and that the management board had not functioned properly.
On each of these points, the Enterprise Chamber ruled that there were no well-founded reasons to doubt that the company had conducted its policy and affairs properly. The inquiry request was dismissed.
The notice period: legally correct, but was it prudent?
A first lesson from this ruling concerns the notice period for shareholders' meetings. Centogene always used a 15-day period, in line with the provisions of the articles of association and Article 2:115(1) of the Civil Code. The minority shareholders invoked Article 2:115(2) of the Dutch Civil Code, which prescribes a longer period of forty-two days. The Enterprise Chamber rejected this appeal, as that longer period only applies to companies listed on a regulated market within the meaning of the Financial Supervision Act. NASDAQ is not one of them.
Moreover, the Enterprise Chamber ruled that the 15-day period did not violate the reasonableness and fairness of Section 2:8 of the Dutch Civil Code. This took into account that the minority shareholders had previously objected to this deadline, but had not taken any further action after an explanation at the June 2021 shareholders' meeting. Prior to the crucial meeting in December 2024, they also did not object to the meeting going ahead.
For your company, this means: if you are a shareholder dissatisfied with the method of convening, it is important to make that objection known consistently and in a timely manner. Those who acquiesce for years lose the opportunity to use the notice period as a ground for objection at a critical moment.
Board composition: incomplete but not incompetent
A second important point concerns the composition of the management and supervisory boards. At the time of closing the transaction in November 2024, the board consisted of two people. At the time of finalisation in March 2025, only one director remained, while internal rules required a minimum of two directors.
The Enterprise Chamber ruled that this did not affect the power of representation. Under Article 19(1) of the articles of association, the remaining director was authorised to represent the company at the completion of the transaction. Nor did the fact that the supervisory board no longer met its own profile (which required a majority of independent members) invalidate the decision-making. The articles of association expressly provided that the supervisory board remained authorised to take decisions despite an incomplete composition.
This is a relevant finding for the governance of your own company. The distinction between internal policy rules (such as board rules and profiles) and statutory power rules is crucial. A breach of an internal rule does not automatically invalidate a resolution if the articles of association uphold the power. That said, proper compliance with governance agreements significantly strengthens the board's position in a dispute.
Disclosure: transparency protects the board
The minority shareholders blamed Centogene for a lack of information disclosure, especially on the tax consequences of the transaction. By selling the shares in Centogene GmbH within a so-called holding period of seven years, the original shareholders ran the risk of a substantial tax assessment in Germany. This concerned a notional capital gain that they had never actually realised.
The Enterprise Chamber found that Centogene had kept its shareholders periodically informed of all relevant developments through press releases and filings with the US stock market regulator SEC. The notes to the agenda for the shareholders' meeting had explicitly mentioned the tax risk. Moreover, the original listing prospectus had already pointed out possible tax consequences and shareholders' own responsibility to seek advice on this.
In addition, the Enterprise Chamber ruled that there were no indications that the management board or supervisory directors were more specifically aware of the tax consequences for this group of shareholders than was apparent from the available advice. At the time, the tax adviser had advised the company, not its individual shareholders.
The lesson is clear. As a director, protect your position by providing generous and timely information, including on risks that do not affect all shareholders to the same extent. And as a shareholder, it is essential to seek independent legal and tax advice on complex transactions with cross-border tax aspects. Those who fail to do so can hardly blame the board afterwards for not having given enough warning.
Minority interests: recognised but not decisive
A key question in this case was whether the board had sufficiently considered the interests of the minority shareholders. The Enterprise Chamber found that this was the case. The tax risk had been recognised in the documents for the shareholders' meeting and apparently taken into account in the decision-making process. The fact that the consideration ultimately did not turn out in favour of the minority did not make the decision negligent.
Crucial to this was the company's financial position. Crown had sufficiently explained that postponing the transaction until after the holding period ended was not an option. The company was in a default situation under an existing financing agreement. Had the transaction not gone ahead, the financing would have become immediately due and payable in full. The only alternative was a bankruptcy filing of both Centogene and Centogene GmbH.
An independent Transaction Committee, consisting of three independent auditors, had given a positive assessment of the transaction. An external party had issued a fairness opinion on the purchase price. The shareholders' meeting had then approved the transaction by a majority vote.
The Enterprise Chamber stressed that decisions and policies of the board should be reviewed with restraint and that the board is entitled to a certain autonomy. This is an important signal for directors: as long as you go through a careful decision-making process, identify the relevant interests and communicate transparently, there is room for consideration that does not please every shareholder.
What does this mean for your company?
This ruling confirms that the right of inquiry has a high threshold. The Enterprise Chamber does not test whether the board has made the best choice, but whether there are valid reasons to doubt a correct policy. This nuance is essential.
For directors and supervisory directors, the ruling provides a clear framework. A well-documented decision-making process is the best protection against liability and inquiry requests. That means: ensure proper preparation of far-reaching transactions, engage independent advisers, put the considerations in writing and inform all shareholders of the risks in a timely and complete manner.
For minority shareholders, the message is twofold. On the one hand, the right of inquiry provides a valuable tool to expose mismanagement. On the other hand, it is not a means to settle a business disagreement about the company's direction. Anyone who, as a shareholder, has objections to the course of affairs would be wise to make those objections known early, in writing and substantiated. If you wait too long or do not use the available options (such as exercising voting rights or putting items on the agenda), it becomes more difficult to successfully initiate proceedings afterwards.
Moreover, in cross-border transactions, as was the case in this case, additional complexities come into play. Consider international tax consequences, the applicability of foreign stock exchange rules and the question of which notice periods apply if a company is listed abroad. It is wise to identify these aspects at an early stage.
How TK can support your company
Whether you are a director preparing a complex transaction or a shareholder wanting to safeguard your rights: legal guidance at an early stage prevents disputes and strengthens your position if proceedings do take place. TK's Corporate & Commercial Litigation team has extensive experience in assisting companies in corporate disputes, inquiry proceedings, shareholder conflicts and complex transactions with an international character.
TK can support you in setting up a careful decision-making process that can withstand review by the Enterprise Chamber. In addition, TK assists in drafting and assessing transaction documentation, governance structures and shareholder agreements. Should a dispute nevertheless escalate, the team has the litigation experience to effectively defend your interests before the Enterprise Chamber and other courts.
Would you like to know more about your position as a director or shareholder in a major transaction? Or would you like advice on the protection of minority interests in your company? TK's Corporate & Commercial Litigation team will be happy to help you. Feel free to contact Michiel Teekens or one of the other specialists from the team.
