When a shareholder harms the company, but the facts are not yet established
A shareholder displaying transgressive behaviour that harms the company's interest. Fellow shareholders who have completely lost confidence and are resorting to the squeeze-out scheme. A shareholders' agreement that explicitly prohibits squeeze-out. And a Enterprise Chamber which rules that the case must first be thoroughly investigated before a decision can be taken on an expulsion. This recent decision by the Enterprise Chamber touches on fundamental questions about shareholder disputes, corporate governance and corporate protection. For any entrepreneur with multiple shareholders, this case offers valuable insights into the question: what can you do if the partnership becomes irreparably damaged?
The MedEnvoy case: a conflict between shareholders escalates
On 12 February 2026, the Enterprise Chamber of the Amsterdam Court of Appeal ruled in the MedEnvoy Global B.V. case (ECLI:NL:GHAMS:2026:391). MedEnvoy is a Leidschendam-based company engaged in advising on and performing administrative processes around medical device imports. The group has 56 employees and has grown strongly from 2021, with subsidiaries abroad.
The company has four shareholders, with three personal holding companies holding 32.5% each. The fourth shareholder owns 2.5%. In addition to the statutory board, MedEnvoy has an Executive Team in which the three major shareholders sit as CEO, CCO and COO. This structure is set out in a shareholder agreement from December 2022, which requires approval of at least 75% of votes for many decisions. In practice, this means that none of the three major shareholders can be sidelined without the cooperation of the other two.
What went wrong.
The core of the dispute revolves around the behaviour of the COO, who holds 32.5% of the shares indirectly through his holding company. Three shareholders who together own 67.5% of the shares accuse him of serious cross-border behaviour towards staff over several years, creating a culture of fear and abusing his position of power.
An external trustee, appointed in January 2024 and re-presented to staff in February 2025, received 12 reports in the first months of 2025. Ten of them were directly related to the COO's behaviour. The confidant prepared an Interim Report in which she reported structural patterns indicating an unsafe working environment. The report named harassment, psychological aggression, sexual harassment and transgressive behaviour, bullying and threats of violence. One earlier incident from 2022 in which the COO had inappropriately approached a young female employee after an office event had been acknowledged by the COO herself.
On 18 March 2025, the CEO and CCO confronted the COO about the report. They suspended him immediately, banned him from contact with employees and associates of MedEnvoy and denied him access to the company premises. The COO responded in writing. He acknowledged that his management style was sometimes direct, but disputed the wider pattern of misconduct and asked for an external investigation.
Instead of responding to that request, the remaining shareholders sent an e-mail to the entire staff. In it, they explained why the COO had been removed from day-to-day operations and invited employees to share incriminating experiences. Thirteen (former) employees subsequently came forward. The lawyer for the requesting shareholders conducted interviews with these individuals and drafted draft statements based on them, which were eventually signed by the employees.
The request for expulsion and the reaction of the Enterprise Chamber
The three shareholders based their request for expulsion on Article 2:336a of the Dutch Civil Code. This provision makes it possible to force a shareholder to transfer his shares if that shareholder's behaviour harms the company's interests to such an extent that the continuation of the shareholding can no longer reasonably be tolerated. At the same time, they requested the Enterprise Chamber to order an inquiry and, as an immediate remedy, to suspend the COO and transfer the shares under management.
The shareholders' agreement contained a striking provision: "no Member may be expelled from the Company." The defending shareholder invoked this clause as its most far-reaching defence. The Enterprise Chamber gave short shrift to this. The parties had not agreed on their own statutory or contractual dispute resolution. Based on Section 2:25 of the Civil Code, which provides that provisions of Book 2 of the Civil Code can only be deviated from to the extent permitted by law, the Enterprise Chamber ruled that the contractual exclusion of the statutory dispute resolution scheme remained without effect. The statutory squeeze-out scheme simply remained applicable.
Nevertheless, the Enterprise Chamber did not immediately grant the request for an expulsion. Its judgement was that the available information was as yet insufficient to establish that the strict criterion for expulsion had been met. That judgement rested on several considerations.
The statements of employees had not been prepared by the employees themselves, but by the applicant's lawyer based on interviews. Those statements had come about after the staff had been actively invited to share incriminating experiences, at a time when it had already been made clear that the shareholders wanted to sever all legal ties. The Enterprise Chamber found that reason to question the representativeness of those statements. The Interim Report was not based on the fiduciary's own research, but solely on anonymous reports, without a rebuttal. That in itself is not surprising, as truth-telling is not the job of a fiduciary. But it does mean that the report cannot be used as evidence of the alleged misconduct without question. The sudden influx of reports in the first months of 2025 raised questions, especially since the reported behaviour had apparently occurred before. The Enterprise Chamber pointed out that only one report had been made in all of 2024. The suspicion that the remaining shareholders themselves had played a role in triggering the reports could not be ruled out. As recently as December 2023, the COO had received the so-called Cheerleader Award, an award with which he had been rewarded by the Dutch staff for his care for the team, accessibility and solution orientation. This is difficult to reconcile with the picture of a years-long pattern of transgressive behaviour. There was no impasse in the general meeting at the time. The defending shareholder had been constructive at a recent meeting and had even rightly signalled that draft financial statements needed to be revised.
However, an inquiry and suspension
Although the Enterprise Chamber did not see sufficient grounds for an immediate expulsion, it ruled that there were well-founded reasons to doubt that MedEnvoy's policy and affairs were correct. The serious indications of possible cross-border behaviour, combined with the fact that the board had not signalled it in time or acted on it adequately, justified an investigation.
The Enterprise Chamber therefore ordered an inquiry into MedEnvoy's policy and affairs over the period from 11 January 2021. The enquiry focuses in particular on three questions: whether and to what extent the COO created an unsafe working environment and the extent to which he thereby harmed MedEnvoy's interests, the manner in which the Interim Report was drawn up, and the actions of both the COO and the other shareholders from the time the report was published.
In addition, the Enterprise Chamber suspended the defendant shareholder as COO and as a member of the Executive Team, by way of immediate injunction, for the duration of the proceedings. This was necessary to end the legal uncertainty about the COO's position and ensure peace of mind for the employees. The request to transfer the shares under management was rejected by the Enterprise Chamber. There was no evidence that the defendant shareholder was exercising his voting rights contrary to the requirements of reasonableness and fairness.
What does this ruling mean for your company?
This decision contains some important lessons for entrepreneurs and companies working with multiple shareholders.
A "no expulsion" clause does not protect against the statutory expulsion regime. If you have included in your shareholders' agreement that shareholders cannot be expelled, it does not provide watertight protection. The Enterprise Chamber ruled that such a provision remains ineffective if no dispute resolution scheme of its own has been agreed. The statutory regulation in Book 2 of the Civil Code takes precedence. If you really want to exclude or limit the squeeze-out scheme, a well-considered own dispute resolution scheme in the shareholders' agreement and the articles of association is necessary.
The bar for expulsion is high. Even serious signals of cross-border behaviour were insufficient in this case to immediately proceed to expulsion. The Enterprise Chamber attached great importance to sound evidence, the adversarial process and the context in which statements had been made. Whoever starts an expulsion procedure must take into account a careful process in which the facts must first be established.
The process of establishing facts is crucial. The manner in which statements are gathered and reports are produced can make the difference between success and failure in litigation. The Enterprise Chamber was critical of the fact that statements had been prepared by the claimant's lawyer and that employees had been actively approached at a time when the intention to take legal action had already been made known. If you want to take steps as a shareholder, make sure the fact-finding process is independent and careful.
The inquiry procedure as a stepping stone to an expulsion. The Enterprise Chamber explicitly confirmed that an inquiry request can be filed as a stepping stone to an expulsion. This offers perspective for situations where the facts are not yet sufficiently established. An investigator appointed by the Enterprise Chamber can conduct independent research, after which the expulsion request is reassessed.
Blocking and veto mechanisms deserve extra attention. In this case, the 75% majority requirement in the shareholders' agreement gave the defending shareholder a de facto veto right over important decisions, including his own removal from the Executive Team. Such provisions can lead to deadlock in the event of a conflict. When drafting a shareholder agreement, it is wise to think carefully about how to reach decision-making in the event of a dispute, even if one of the shareholders does not cooperate.
What can you do now?
If your company works with multiple shareholders, it is wise to have your shareholder agreement reviewed to see whether it provides for a clear and effective dispute resolution mechanism. Consider not only exit and resignation clauses, but also the structure of the decision-making process, veto rights, the position of shareholders who are also directors and the procedure in case of cross-border behaviour.
In addition, consider whether your company has adequate internal procedures for reporting undesirable behaviour, an independent confidential adviser and a complaints procedure that meets current standards. As this case shows, failure to intervene in a timely manner when signals of cross-border behaviour emerge can later be used against the board.
If you already find yourself in a dispute with a fellow shareholder, it is vital to seek legal guidance from the start. How you gather facts, gather evidence and organise the process can determine the success of an expulsion request or an inquiry procedure.
Need more information or immediate advice?
Do you have questions about the squeeze-out regulation, shareholder disputes or the inquiry procedure? Or would you like to have your shareholder agreement reviewed for possible risks? Then contact Michiel without obligation. [His team Corporate & Commercial Litigation]](/expertises/corporate-commercial-litigation) will be happy to help you assess your position, draft or amend your shareholders' agreement and conduct proceedings at the Enterprise Chamber.
