A bill amending the statutory shareholder dispute resolution proceedings (geschillenregeling), which we reported on in our earlier update, has been adopted by parliament and will enter into force on 1 January 2025. The proceedings provide mechanisms for resolving disputes among shareholders in Dutch companies, in particular through a forced exit. The amendments aim to enhance the effectiveness of these proceedings.

Changes to statutory shareholder dispute resolution proceedings

The bill introduces the following key changes:

• One central forum: The Enterprise Chamber of the Amsterdam Court of Appeal will now hear cases as the court of first instance. The procedure will also change from proceedings started by service of a writ of summons (dagvaarding) to proceedings started by a petition (verzoekschrift). These changes aim to make the proceedings more straightforward and faster, and they will also enable the Enterprise Chamber to hear shareholder dispute resolution proceedings and corporate inquiry proceedings (enquêteprocedures) jointly.

• Extended scope of relevant conduct: In assessing a request by one or more shareholders for another shareholder's forced exit (uitstoting), the Enterprise Chamber will be able to consider a shareholder's conduct not only in its capacity as shareholder, but also in other roles. The court can already do this in cases in which the exit by a shareholder through the forced acquisition of its shares by another shareholder (uittreding) is sought.

• Depositary receipt holders' access to exit remedy: Depositary receipt holders will now also be able to request that the Enterprise Chamber order the forced acquisition of their depositary receipts (uittreding). Unlike an earlier version of the bill, this remedy is available to all depositary receipt holders, not only to those holders whose depositary receipts were issued with the company's cooperation or were granted meeting rights in the articles of association.

• Applies to BVs and NVs, but not listed companies: The amended shareholder dispute resolution proceedings apply to all Dutch private and public limited companies except those with listed shares or depositary receipts.

The bill does not change parties' existing flexibility to deviate from all or part of the statutory dispute resolution proceedings through own exit arrangements in the articles of association or in an agreement (such as a shareholders' agreement). However, such arrangements may not render an exit effectively impossible or unduly challenging. Similarly, parties remain free to subject shareholder dispute resolution proceedings to arbitration.

Clarification of admissibility criteria for corporate inquiry proceedings

The bill also amends the admissibility criteria for Dutch corporate inquiry proceedings – a change that is only relevant to listed companies with an issued share capital of EUR 22.5 million or less (see our earlier update). As of 1 January 2025, holders of shares or depositary receipts in all listed companies will have the right to request a corporate inquiry if they represent at least 1% of the issued share capital or a stock market value of EUR 20 million.