In Domo Decision on Unexpected Interim Measures in Dutch Shareholder Disputes
Category: InsightsUnexpected interim measures in Dutch shareholder disputes
In its In Domo decision of 26 May 2026, the Dutch Enterprise Chamber confirmed that, in a combined shareholder dispute and inquiry proceeding, it may in certain circumstances grant relief other than the measures literally requested by the parties. See ECLI:NL:GHAMS:2026:1473.
This is relevant for foreign investors, founders, shareholders and counsel involved in Dutch BV governance disputes. Proceedings before the Enterprise Chamber are not always limited to the exact wording of the requested relief. The court may look at what is needed to restore workable governance or protect the company.
The decision fits the Enterprise Chamber’s practical role in Dutch corporate litigation, especially where shareholder exit disputes, inquiry proceedings and interim measures are combined.
What is the Dutch Enterprise Chamber?
The Dutch Enterprise Chamber, or Ondernemingskamer, is a specialised chamber of the Amsterdam Court of Appeal. It plays a central role in Dutch corporate litigation, especially in disputes about governance, shareholder relations, board conduct and the affairs of Dutch companies.
For foreign investors, the Enterprise Chamber is important because it can intervene quickly and pragmatically where a Dutch company faces a serious governance problem. It is often used in shareholder disputes, deadlocks, conflicts between investors and founders, disputes about information rights, concerns about board conduct and situations where the company’s decision-making has become blocked or dysfunctional.
One of the Enterprise Chamber’s most important tools is the Dutch inquiry procedure. In that procedure, the Enterprise Chamber can order an investigation into the policy and affairs of a company if there are well-founded reasons to doubt proper policy or proper conduct of affairs.
The Enterprise Chamber can also impose immediate measures. These are temporary but often powerful governance measures intended to stabilise the company or prevent further harm while the dispute is being addressed. Such measures may include the appointment of a temporary director or supervisory director, suspension of voting rights, temporary transfer of shares to an administrator, suspension of directors or other governance measures.
This makes the Enterprise Chamber different from many ordinary commercial courts. Its focus is not only on awarding damages or determining contractual rights. It can also reshape the company’s temporary governance structure to protect the company and its stakeholders.
What did the case concern?
The case involved a combined request under the Dutch shareholder dispute rules and the Dutch inquiry procedure. The Enterprise Chamber had to consider what room it had to impose measures where different procedural routes came together.
The key point is that, if a party in the shareholder dispute procedure wants to enable the Enterprise Chamber to grant a measure other than the one specifically requested, a separate inquiry request is not always required.
That does not mean the Enterprise Chamber has unlimited discretion. The court remains bound by the scope of the dispute, due process and the parties’ right to be heard. But the decision confirms that the Enterprise Chamber may take a pragmatic approach where the circumstances justify a different measure.
Why does this matter in practice?
In Dutch shareholder disputes, the right solution is not always clear at the start of the proceedings.
A party may request a buy-out, exit, suspension of a director, appointment of a temporary director, transfer of shares to a temporary administrator or another measure. During the hearing, it may become clear that another measure is more appropriate to protect the company or break a governance deadlock.
The In Domo decision confirms that the Enterprise Chamber may have room to grant such a measure, provided the measure remains within the context of the dispute and the parties have had a fair opportunity to respond.
For foreign investors, this is important. Dutch Enterprise Chamber proceedings are not purely formalistic. The court may focus on workable governance solutions.
Practical lessons for foreign investors
Foreign investors in Dutch BV structures should understand that an Enterprise Chamber proceeding can develop dynamically.
A petition remains important, but parties should not assume that the court will only consider the exact measure requested. If the dispute concerns governance failure, deadlock, information rights or shareholder misconduct, the Enterprise Chamber may consider other measures that fit the situation.
Investors should therefore prepare not only for the relief requested by the opposing party, but also for alternative interim measures. These may include temporary governance arrangements, restrictions on voting rights, appointment of independent directors, information protocols or share administration measures.
Conclusion
The In Domo decision underlines the pragmatic role of the Dutch Enterprise Chamber in complex shareholder disputes. The court may look beyond the literal wording of the requested measure where that is necessary and fair within the scope of the dispute.
For foreign investors, founders and counsel, the practical lesson is clear: in Dutch Enterprise Chamber proceedings, the petition is important, but the governance problem is central.
Parties should therefore prepare for the measures they request and for the measures the Enterprise Chamber may consider appropriate.
FAQ
What is the Dutch Enterprise Chamber?
The Dutch Enterprise Chamber is a specialised chamber of the Amsterdam Court of Appeal that deals with corporate governance disputes, inquiry proceedings and shareholder conflicts involving Dutch companies.
What powers does the Enterprise Chamber have?
It can order an investigation into the policy and affairs of a company and impose immediate measures, such as appointing temporary directors, suspending voting rights or transferring shares to a temporary administrator.
What is the main point of the In Domo decision?
The main point is that the Enterprise Chamber may, in certain combined shareholder dispute and inquiry proceedings, grant relief other than the measure specifically requested.
Does the Enterprise Chamber have unlimited discretion?
No. The court remains bound by the scope of the dispute, due process and the parties’ right to be heard.
Why is this relevant for foreign investors?
Because Dutch Enterprise Chamber proceedings can result in practical governance measures that go beyond the exact wording of the petition.
What kinds of measures may be relevant?
Measures may include temporary directors, voting restrictions, information arrangements, share administration or other interim governance solutions.
What should parties do in practice?
They should prepare for both the requested relief and alternative measures that the Enterprise Chamber may consider appropriate.
About Dirk de Waard
Dirk de Waard is a Dutch corporate and M&A lawyer and partner at Venture Lawyers in Amsterdam. He advises foreign investors, founders, shareholders and directors on Dutch BV governance, shareholder disputes, inquiry proceedings and Enterprise Chamber litigation.
Involved in a Dutch shareholder dispute?
In Dutch shareholder disputes, the requested relief is important, but the Enterprise Chamber may focus on the governance measure needed to protect the company or restore workable decision-making.
Dirk de Waard advises foreign investors, founders and counsel on Dutch shareholder disputes and Enterprise Chamber proceedings. Contact Dirk at dirk.dewaard@viottalaw.com to discuss the Dutch legal strategy for a governance dispute.
