What if your co-shareholder destroys the company and you are left with worthless shares? That question was at the centre of a recent Enterprise Chamber ruling. The case shows how mismanagement, endless proceedings and seizures can completely erode a viable ICT company. But also that the law provides a safety net for aggrieved shareholders. For the first time on this scale, the Enterprise Chamber applied the so-called equitable increase and ordered the responsible shareholder to take over the shares at a price that does justice to the damage suffered. For any entrepreneur participating in a joint venture or cooperating through a joint holding company, this ruling is an important signal.
The crux of the case
The Enterprise Chamber of the Amsterdam Court of Appeal ruled on 9 December 2025 in case number 200.355.255/01 OK (ECLI:NL:GHAMS:2025:3286) on a dispute between shareholders of i3 Holding B.V., a company engaged in ICT services. The three cumulative preference shareholders of i3 Holding were Vanestate B.V., Dolbeco B.V. and Petrias Beheer Vught B.V. The ordinary shares were held by Tricomstate Holding B.V. Both of the latter companies were controlled by the same person, referred to in the ruling as the father. His son, through his company Bobeas B.V., actually managed the operating company i3 Nederland B.V.
Back in 2023, the Enterprise Chamber ruled that there was mismanagement at i3 and that Petrias, i.e. the father, was responsible. That judgment led to Petrias' dismissal as director and the appointment of a temporary director by the Enterprise Chamber, the so-called OK director. In addition, a temporary administrator of the shares was appointed.
Despite these drastic measures, the company did not settle down. Father and son continued to act jointly, initiating a series of proceedings and seizures that further strained i3's already fragile liquidity position. The OK director was eventually forced to sell the shares in i3 Netherlands to a third party for a very low sum, simply to ensure the continued existence of the holding company. Thereafter, i3 Holding no longer operated a business and was technically bankrupt.
The exit request
Vanestate and Dolbeco saw their investment go up in smoke and turned to the Enterprise Chamber with a request to exit as shareholders. The statutory dispute resolution scheme, contained in section 2:343 of the Civil Code, allows shareholders whose rights and interests have been harmed to such an extent that they can no longer reasonably be required to remain shareholders to ask the court to order the co-shareholder to take over their shares.
Petrias put forward a defence, arguing that Vanestate and Dolbeco had no interest in exiting. After all, according to Petrias, the governance of i3 Holding was already monitored by the OK director and the OK administrator. Moreover, any damages would be compensated in the already ongoing Recovery proceedings in court, after which the cumpref holders would share in any distribution. In addition, the exit request would be in breach of the shareholders' agreement.
The Enterprise Chamber rejected all these defences. The shareholders' agreement contains no provision limiting the right to exit. Moreover, the specific contractual condition invoked by Petrias was not fulfilled. Nor did the fact that the OK director and the OK manager temporarily guaranteed governance affect the merits of the exit request.
On the substance, the Enterprise Chamber ruled that Petrias as shareholder no longer cared about the interests of i3 Holding and its fellow shareholders. Petrias was guided solely by his own financial interests, even when this was to the detriment of the company and the other shareholders. The Enterprise Chamber therefore granted the exit request.
Valuation and equitable increase
After granting the exit request, the question arises at what price the shares should be acquired. Normally, the Enterprise Chamber appoints an expert to determine the price. In this case, this was not necessary. All parties agreed that the shares in i3 Holding no longer represented value at that time. After all, the company had been sold, the holding company was no longer operating and was technically bankrupt. The value on the reference date, being the date of the judgment, was nil.
But that was not the end of the matter. Vanestate and Dolbeco requested the Enterprise Chamber to apply an equitable increase. Article 2:343(3) of the Civil Code offers that possibility when the decrease in value of the shares to be transferred is the result of conduct that should not, or not entirely, be borne by the exiting shareholders. This does not involve full compensation. The fair increase aims to correct the price in such a way that it is reasonable, taking all circumstances into account.
The Enterprise Chamber then assessed what conduct by father and son had contributed to the decrease in value. In doing so, it deliberately limited itself to conduct that had occurred after the first mismanagement judgment. After all, the conduct before that judgement had already been discounted in the Restoration proceedings before the court.
The Enterprise Chamber found that father and son continued to act jointly after the mismanagement judgement, that they did not accept the OK director's authority and that they left no stone unturned to oppose the measures taken. The son aggressively placed prejudgment and foreclosure attachments, with the foreseeable effect of further worsening i3's already tight liquidity position. At the same time, he paid large sums to third parties without consulting the OR director, further undermining the company's financial position. In turn, the father refused to provide financial support.
This combination of behaviour made it impossible for the OK director to sell the company in an orderly manner. In 2022, the value of 100% of the shares in i3 Holding was still estimated at around €4 million. The escalation of the conflict left only a forced sale for a fraction of that value.
The calculation of the equitable increase
To determine the amount of the equitable increase, the Enterprise Chamber relied on an earlier valuation report by expert BFI, which had been commissioned by the OK board. Based on the Cash Flow to Equity method, a variant of the commonly used DCF method, the cumulative preference shares of Vanestate and Dolbeco were valued at €984,000 each on valuation date 31 March 2021.
However, the Enterprise Chamber took into account that not all the decrease in value was due to the behaviour of father and son. The loss of the Inland Revenue as the main customer at the end of 2021 and the lagging growth in the Health Care segment were market conditions that should remain the responsibility of all shareholders. Lacking sufficiently concrete figures to quantify the exact effect of these market conditions, the Enterprise Chamber set the adjustment at one-third of the original valuation on an estimated basis. This brought the equitable increase to 656,000 euros per shareholder. As the value of the shares on the reference date was nil, the total acquisition price for Petrias was set at €656,000 per package, to be increased by statutory interest from 9 December 2025.
What does this ruling mean for your company?
This case goes to the heart of a problem that many companies face in practice: what do you do when a co-shareholder or director subordinates the interests of the company to his own financial interests? Dispute resolution and, in particular, the possibility of an equitable increase then offer a powerful tool. Some key lessons deserve particular attention.
The Enterprise Chamber confirmed that the equitable increase can also be based on conduct of a person other than the defendant, in this case the son acting through his own company. This is relevant to situations where family ties or close cooperative relationships result in several persons or entities jointly causing harm to the company and its shareholders.
In addition, the ruling makes it clear that it is not necessary to establish formal liability to obtain an equitable increase. It is sufficient that it is plausible that the conduct of the parties involved resulted in a decrease in value that should not be borne by the exiting shareholders. This significantly lowers the threshold for aggrieved minority shareholders.
A third important point is that contractual arrangements in a shareholders' agreement cannot simply limit the statutory right to exit. In this case, Petrias unsuccessfully invoked a provision in the shareholders' agreement. The Enterprise Chamber ruled that the condition mentioned in that provision had not been met and that there was no question of interfering with the agreed ranking order.
Finally, this case underlines the importance of acting adequately once conflicts between shareholders escalate. Litigation, seizures and the frustration of business operations can financially erode a healthy company in a short period of time. Early legal advice can prevent a dispute from escalating to the point where corporate value completely evaporates.
How TK can support you
If your company is facing a shareholder dispute, mismanagement or a deadlock within the company, it is important to act quickly and purposefully. TK's Corporate & Commercial Litigation team has extensive experience in dispute resolution, inquiry proceedings at the Enterprise Chamber and complex liability issues. Whether it involves filing an exit petition, defending against such a petition, or guiding a valuation process with a view to a fair increase, TK assists you at every stage of the dispute.
Do you want to know what steps you can take as a shareholder to protect your position? Or would you like to have your shareholder agreement tested for possible risks? 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.
