Shareholder dispute escalates: when are shareholders allowed to pull the emergency brake?

A collaboration that began as friendship and ended in court

Anyone who runs a business with partners knows that cooperation is not always rosy. As long as the atmosphere is good and business is flourishing, there is little to complain about. But what if relations become irretrievably disturbed? What if you are denied information, your voting rights are not respected and you are effectively excluded from the company in which you are a shareholder? In situations like that, Dutch law offers a way out: the exit claim. The Amsterdam Court of Appeal delivered a judgment on 27 January 2026 that is relevant for any entrepreneur with co-shareholders (ECLI:NL:GHAMS:2026:294). The case shows how a shareholder dispute can escalate, what protection mechanisms you have as a minority shareholder and why a well-thought-out shareholder agreement is vital.

The gist: three equal shareholders, one untenable situation

The case revolves around a company active in international trade compliance. Three shareholders jointly founded the company in 2014 and each held 33.3% of the shares. The cooperation was harmonious for many years. The shareholders were not only business partners but also good friends. They recorded their agreements in a shareholders' agreement, which included arrangements on management fees, profit distribution and the situation in case of a so-called material breach.

In 2019, the atmosphere turned. Personal relationships became disturbed, which directly affected business cooperation. One of the three shareholders eventually stepped down as a director of the company on his own initiative. This was followed by a series of conflicts. According to the exiting party, the other two shareholders no longer respected its information rights, agenda-setting rights and voting rights. The management agreement was terminated, proceedings were initiated over administration documents and even the locks of the office rooms were replaced. The result: a stalemate in which none of the parties involved could get through the same door anymore.

The exit claim under section 2:343 of the Civil Code

The aggrieved shareholder initiated proceedings and claimed that the company should take over her shares at a price to be determined by an expert. She also claimed periodic management fees for the period after she stepped down as director. The court rejected both claims at first instance. The court based its ruling on the management fees on the shareholder agreement: the remuneration was linked to the actual performance of work. Since it was established that no work had been performed after stepping down, there was no basis for payment. The claim to take over the shares was rejected by the court on the basis of Section 2:207(1) of the Dutch Civil Code: acquisition by the company of non-paid-up shares is void.

On appeal to the Amsterdam Court of Appeal, the picture partially tilted. First of all, the court found that the appellant's shares had indeed been paid up in full. This point was not even in dispute between the parties. The court's opinion appeared to be based on an incorrect communication during the hearing in first instance, which was the result of a misunderstanding. On this point, therefore, the court's judgment could not stand.

Next, the court of appeal assessed whether the requirements of Section 2:343 of the Civil Code had been met. This section provides that a shareholder whose rights or interests have been harmed to such an extent by conduct of co-shareholders or the company that continuation of the shareholdership can no longer be reasonably required, can institute a claim for voluntary withdrawal. The court found that these conditions had been met. The conduct of the company and the two co-shareholders justified the opinion that the appellant could no longer be required to remain a shareholder. The court took into account that information, agenda and voting rights had not been respected, legal proceedings had been wrongly initiated, the management agreement had been terminated and the office locks had been replaced. Moreover, all parties agreed that the existing situation was untenable.

The management fee: no work, no payment

On the issue of periodic management fees, the court followed the court's interpretation. The shareholders' agreement made a clear distinction between, on the one hand, the management fee, which applied as consideration for services actually performed, and, on the other hand, the profit distribution, which was, without further ado, divided equally among the shareholders. The court applied the Haviltex standard. This means that the interpretation of an agreement depends not only on the literal text, but also on what the parties have mutually stated and on the meaning they could reasonably attribute to each other's statements and behaviour in the given circumstances.

The court concluded that nowhere did it appear that the parties had intended that a shareholder would also be entitled to remuneration without any work in return. The argument that the company had not allowed the shareholder to perform work did not hold water either. The Enterprise Chamber had previously considered that the resignation as director had taken place on its own initiative and that the shareholder had not adequately answered the questions raised among its fellow shareholders. Against that background, it was not unreasonable that she was no longer actively involved in the management of the company. There was therefore no creditor default on the part of the company.

The valuation: a crucial next step

The court ruled that the claim for exit was allowable for the time being, but could not yet render a final judgment. The reason: without a valuation of the shares, the court of appeal could not assess whether article 2:207 paragraph 2 of the Civil Code would prevent the claim from being allowed. This article provides that a company may not acquire its own fully paid-up shares if the equity after deduction of the acquisition price is less than the statutory reserves and reserves under the articles of association, or if the management board must reasonably foresee that the company will no longer be able to pay its due debts after the acquisition.

The court rejected the company's defence that its financial situation was so bad that the value of the company was effectively nil. Only after the price of the shares has been determined can it be assessed whether acquisition by the company would violate the law. The court gave the parties the opportunity to comment by deed on the preferred method of valuation. A factor here was that in parallel proceedings before the court, an expert had already been appointed to determine the value of the shares. The court considered it practical to follow that ongoing valuation wherever possible.

Prejudgment attachments remain in force

The appellant had levied prejudgment attachments against the company prior to the proceedings, including on a claim of the company against the State of €1,500,000 arising from a settlement. The company claimed lifting or limiting these attachments. The court rejected that claim. In addition to its already awarded claim of €37,247.50, the appellant also had a claim for exit, the extent of which had yet to be determined. In addition, the company was in serious liquidity problems, with a total debt burden of over €1.4 million. In the court's opinion, the appellant's interest in maintaining the attachments outweighed the company's interest in lifting them.

What does this mean for your company?

This ruling contains several important lessons for entrepreneurs who run a partnership with others.

The first lesson is that the shareholders' agreement is crucial in disputes between shareholders. The court applied the Haviltex standard and looked not only at the literal text, but also at the intention of the parties and the context of the agreements. This means that vague or ambiguous wording in a shareholder agreement can work against you in a dispute. Therefore, make sure that agreements on management fees, profit distribution, decision-making and exit arrangements are clearly and unambiguously set out.

The second lesson touches on the position of minority shareholders. Even in a company where all shareholders hold an equal stake, a de facto power shift can occur if two of the three shareholders act jointly. In that case, Section 2:343 of the Civil Code provides a legal safety net. But invoking that safety net is not a simple exercise. You have to prove that your rights or interests have been harmed to such an extent that continuation of the shareholding can no longer reasonably be required of you. Therefore, carefully document any conduct that affects your position as a shareholder.

The third lesson concerns the importance of prejudgment attachments as security. In this case, the attachments proved to be of great importance to secure the position of the exiting shareholder. The company was in financial difficulties and without attachments, there would have been a risk that there would be nothing to recover in the event of the claim being allowed. The timely placement of attachments can therefore make the difference between a judgment on paper and actual recovery.

What steps can you take?

If you are a shareholder facing a disrupted partnership, it is important to seek legal advice early. An experienced lawyer can assess whether your situation meets the legal requirements for exit and can help identify the legal and financial risks. In addition, it is advisable to check whether conservatory attachments should be placed to secure your recourse position. Having existing shareholder agreements reviewed or amended can also prevent future disputes or positively influence their outcome.

More information.

TK has extensive experience in shareholder disputes, exit procedures, conservatory attachments and drafting and reviewing shareholder agreements. Whether you are in the middle of a conflict or want to prevent it from getting that far: feel free to contact Michiel for an informal discussion.