Shareholder disputes can have major consequences for the continuity of your business, especially if you operate internationally or cooperate with foreign partners. On 1 January 2025, the Act on Adapting Dispute Settlement and Clarifying the Admissibility Requirements for Inquiry Proceedings (Wagevoe) entered into force. This Act brings far-reaching changes for contract law and the way disputes between shareholders are resolved. In this article, you will read what the Wagevoe means for your company and how to prepare for it.
What is the Wagevoe?
The Wagevoe is an amendment to the law that modernises the existing dispute resolution system in company law and increases the role of the Enterprise Chamber of the Amsterdam Court of Appeal. The law aims to make procedures around shareholder resignations and expulsions more efficient, faster and clearer. This is particularly relevant for companies with multiple shareholders, joint ventures and international structures.
Main changes
- One factual body: the Enterprise Chamber will be the exclusive court for disputes concerning the exit and expulsion of shareholders. This avoids lengthy proceedings in different courts.
- Faster proceedings: The law introduces shorter deadlines and more direction for the Enterprise Chamber, allowing disputes to be settled faster.
- Simplified admissibility requirements: It becomes clearer when a shareholder can initiate proceedings, increasing predictability.
- Wider scope for interim relief: The Enterprise Chamber can more quickly take temporary measures to protect the parties' interests during the proceedings.
Practical implications for your company
More efficient dispute resolution
The Wagevoe ensures that disputes between shareholders are no longer bogged down in lengthy and costly proceedings. The Enterprise Chamber will have more powers to quickly cut through knots and grant interim relief. This is a big advantage if you want quick clarity on the position of shareholders, for example in the event of a deadlock in decision-making or a takeover.
Greater legal certainty in international trade
For companies operating internationally, the Wagevoe provides additional certainty. The central role of the Enterprise Chamber means that you have to deal with one specialised court, which improves the predictability and consistency of rulings. This is important in international contracts and joint ventures, where shareholders from different jurisdictions are involved. In such cases, however, pay close attention to the applicable law and jurisdiction. Also depending on the legal entity.
Clearer contractual agreements
The new legislation underlines the importance of clear contracts between shareholders. The clarified admissibility requirements mean you know better where you stand if a dispute arises. It is advisable to have existing shareholder agreements and articles of association tested for the consequences of the Wagevoe, to avoid surprises and anticipate possible disputes in time.
Example from practice
A joint venture between a Dutch and a foreign company becomes deadlocked because the shareholders cannot agree on a strategic change of course. Under the old law, an exit procedure through the court and then possibly the court could lead to years of uncertainty. With the Wagevoe, the Enterprise Chamber can rule immediately and, where necessary, make interim provisions so that the continuity of the company is not jeopardised.
Legal considerations and final verdict
The Wagevoe strengthens the position of shareholders and provides more opportunities to act quickly and effectively in disputes. The law makes procedures more transparent and prevents minority shareholders from spending unnecessary time in uncertainty. At the same time, the Wagevoe calls for a critical review of existing contracts and governance structures. It is essential to anticipate the new rules in time to avoid surprises.
What can you do now?
- Have your shareholder agreements and articles of association tested for the consequences of the Wagevoe.
- Prepare for faster procedures and make sure your internal decision-making is set up accordingly.
- Make clear agreements on dispute resolution, including in international contracts.
- Seek timely legal advice in the event of (impending) shareholder disputes.
Conclusion
The Wagevoe offers companies and institutions operating in the Netherlands and internationally new opportunities to resolve disputes quickly and effectively. By adapting your contracts and internal procedures in time, you will avoid unnecessary risks and ensure the continuity of your business.
More information.
Would you like to know what the Wagevoe means specifically for your company or do you have a dispute that requires quick action? Then get in touch with us. We will be happy to advise you on contract law, dispute resolution and the practical application of the Wagevoe in your situation.
