Corporate law and governance

Corporate law and governance

You come here when the problem inside a Dutch company is no longer administrative but structural: a board that will not act, a shareholder locked out of information, or a holding chain that no longer matches how the business is actually run. Filing something at the handelsregister (trade register) is not the issue; the governance behind the filing is.

Dutch corporate law and governance disputes usually reach a decision point sooner than comparable disputes elsewhere. An enquêteprocedure (inquiry proceeding) before the Ondernemingskamer (Enterprise Chamber of the Amsterdam Court of Appeal) can produce interim measures within weeks of filing, not months, once standing is established. The applicable court fee and shareholding threshold depend on the relief sought and are confirmed once we see the cap table, under the applicable Dutch rules.

The client's problem

Three situations bring people to this practice. A shareholder or director stops cooperating, and the board cannot pass a resolution because the deadlock sits in the articles of association, not in goodwill. A minority shareholder is refused financial information the company is obliged to give, and wants to know whether that refusal is actionable before a Dutch court.

A group's holding structure was built for a tax position or a joint venture that no longer exists, and nobody can currently say with confidence who controls what, or why a subsidiary still exists. In each case the first honest question is whether the structure itself, not the personalities inside it, is producing the conflict.

Directions within the practice

Shareholder disputes and deadlock resolution. Where a shareholders' agreement or the articles no longer produce a workable decision, we test the exit and buy-out routes available under Dutch law before litigation becomes the only option.

Inquiry proceedings at the Enterprise Chamber. Where mismanagement or a breakdown in governance is suspected, we assess standing, the evidence threshold and the practical effect of an enquêteprocedure against simply litigating for damages.

Board liability and director exposure review. Directors and supervisory board members face personal exposure in specific, statutory circumstances; we map where that exposure actually sits before a claim is made, not after.

Holding structure design and restructuring. Where a structure has drifted from its original purpose, we rebuild the chain of entities so that control, liability and reporting lines match the business as it runs today.

Shareholder agreements and articles of association. Deadlock, drag-along, tag-along and exit mechanics are drafted or rewritten so that the next dispute has a contractual answer rather than a courtroom one.

Statutory merger, demerger and conversion. Where a group needs to combine, split or change legal form, we run the statutory steps, the creditor protection period and the filing sequence in the correct order.

Related-party and conflict-of-interest governance. Transactions between a company and its directors, majority shareholders or affiliates are structured and documented to withstand later challenge by a minority shareholder or a liquidator.

How a mandate starts

The first conversation is a scoping call, not a pitch. We ask for the cap table, the articles of association, the most recent board resolutions on the point in dispute, and a plain account of what has actually happened, in that order.

From that call you get a written route: which instrument applies, what standing you have or lack, and what the realistic sequence of steps looks like. A first structural assessment of this kind typically runs to a matter of days of focused work, not weeks, before the route is confirmed in writing.

The team on this practice

Sanne de Wit handles structures, holding design and the tax interface with corporate structuring.

Eva Kuipers handles governance disputes and matters before the Enterprise Chamber.

Thomas Beringer handles the litigation and enforcement side once a governance dispute moves to court.

Questions

Does a minority shareholder have a right to see company financial information?

Dutch law gives shareholders specific information rights tied to general meetings and annual accounts; whether a particular refusal is actionable depends on the articles and the request itself, under the applicable Dutch rules.

What does an inquiry proceeding actually produce?

An order from the Enterprise Chamber can include an investigation into the company's affairs and interim measures such as suspending a director, decided on the papers and a hearing, not a full trial.

Can a holding structure be restructured without a full merger?

Often yes. Share transfers, a demerger or a straightforward reorganisation of the chain can achieve the same result as a statutory merger with fewer filing and creditor-notice steps.

Is a deadlock in the articles of association fixable without a court?

Frequently. A negotiated amendment or buy-out under the existing articles resolves most deadlocks; court involvement becomes necessary mainly where one side refuses to cooperate at all.

What do you need from us before the first call?

Send the cap table, the current articles of association, the last two years of board resolutions on the disputed point, and a short written account of the sequence of events.

Related reading

This practice sits next to two adjacent problems. Where a group entity is being wound up without formal liquidation inside a family-owned structure, see dissolution without liquidation in family-owned structures. Where the governance question has a tax consequence, see the tax practice.

Before a first call, most clients order a factual baseline. A structure report sets out the entities, filings and control chain in the Dutch trade register before we discuss strategy. Where a board's exposure is the live question, see the board risk review.

What this does not cover

• We do not appear as advocaat before a Dutch court under that title; court representation is conducted with Dutch-qualified counsel of record.
• We do not run background checks, screening or surveillance on individuals; where a matter needs facts about a person, that is a separate, licensed activity we do not offer.
• We do not name a cooperating counsel, processor or subprocessor on this page; their existence is confirmed at proposal stage, not before.
• We do not give a legal qualification of your specific position from a general enquiry; a route requires the documents named above.

Start with a scoping call

Book a 30-minute scoping conversation. Bring the cap table, the current articles of association and the board resolutions on the disputed point; you receive a written route assessment, not a quote, from that call. If you need the underlying facts first, order the structure report, which lists the entities and control chain behind a company; pricing and delivery time are published on that page.

Last legal review: 2026-09-15