WAGEVOE in Practice: Shareholder Exit, Valuation and Settlement before the Enterprise Chamber

What an FD report on a Dutch shareholder dispute shows foreign companies and advisers about the new dispute resolution regime

The WAGEVOE has made the statutory dispute resolution regime for shareholders more practical since 1 January 2025 by concentrating proceedings on shareholder withdrawal and expulsion before the Enterprise Chamber.

That may sound technical, but the practice is concrete. A shareholder wants out. The other shareholder is willing to acquire the shares, but not at the requested price. There are valuation reports with diverging outcomes. The Enterprise Chamber sees where the dispute is moving: not only towards legal qualifications, but mainly towards the question at what price the parties will separate.

On 22 June 2025, Het Financieele Dagblad published the article “Na handjeklap op de gang verkoopt Arndt wat onwelwillend tóch zijn aandelen” about a hearing before the Enterprise Chamber in which Dirk de Waard acted for a minority shareholder. According to the FD, the case concerned a former director with a 14% minority shareholding in a foreign insurance holding company. After the termination of his management position, he wanted to sell his shares, but the parties strongly disagreed on value.

The FD described how the pressure increased during the hearing and quoted the shareholder as saying: “Ik sta met de rug tegen de muur.”

Read the FD article here: Na handjeklap op de gang verkoopt Arndt wat onwelwillend tóch zijn aandelen.

During the hearing, the parties were sent into the hallway several times to continue negotiating on price. Ultimately, a settlement was reached, avoiding a lengthy valuation phase. That practical example shows clearly where the WAGEVOE may lead in many shareholder disputes: faster concentration of the dispute, more pressure on valuation and a real chance that the parties still reach a solution before an expert valuation becomes necessary.

This insight is part of Viotta’s Governance Insights series on shareholder relationships and decision-making in Dutch B.V. structures, with practical analysis for foreign companies, international investors and advisers on deadlock, shareholder withdrawal, shareholder expulsion, minority protection, share valuation and proceedings before the Enterprise Chamber.

Why the WAGEVOE matters

WAGEVOE stands for the Act amending the statutory shareholder dispute resolution mechanism and clarifying the admissibility requirements for inquiry proceedings (Wet aanpassing geschillenregeling en verduidelijking ontvankelijkheidseisen enquêteprocedure). The law has been in force since 1 January 2025 and has changed the procedure for shareholder disputes.

The most important practical change is that withdrawal and expulsion proceedings are handled by petition proceedings before the Enterprise Chamber. This concentrates the procedure before a specialised court that is used to corporate disputes, valuation questions and governance conflicts.

For entrepreneurs, DGA’s, founders, investors and minority shareholders, this is relevant. A shareholder conflict is less likely to remain stuck in lengthy and fragmented proceedings. The Enterprise Chamber can more quickly obtain a view of the core of the dispute: is continuation of the shareholding still reasonable, should someone exit, and if so, at what price?

For foreign companies and their advisers, this is especially relevant where a Dutch B.V. is used as a holding company, joint venture vehicle, acquisition structure or investment platform.

Withdrawal of a shareholder

In withdrawal proceedings, a shareholder asks the court to determine that his shares must be acquired. The core point is that it can no longer be required from that shareholder that he remains a shareholder.

This can be relevant where a minority shareholder is structurally disadvantaged. Examples include exclusion from information, termination of a management position, abuse of majority power, frustration of dividend, blocking of sale opportunities or a seriously disturbed shareholder relationship.

Withdrawal is not an automatic right to be bought out. The shareholder must make it plausible that there are acts or conduct as a result of which continuation of his shareholding is no longer reasonable. But if that threshold is met, the dispute often shifts quickly towards valuation.

Expulsion of a shareholder

Expulsion is the reverse route. In that case, an order is requested that another shareholder must transfer his shares. This may be relevant where a shareholder, through his conduct, seriously harms the interests of the company.

Examples include obstruction, competing conduct, blocking essential decisions, misuse of information, loss of trust or behaviour that paralyses the company’s governance.

For entrepreneurs and investors, the distinction is important. In withdrawal, the disadvantaged shareholder wants out. In expulsion, the other shareholders want the problematic shareholder to leave. In both cases, the same practical question ultimately arises: how are the shares valued?

The real fight is often about valuation

In shareholder disputes, much attention is paid to the legal route: withdrawal, expulsion, inquiry proceedings or immediate measures. But in practice, the dispute is often about price.

What is the minority interest worth? Which valuation date applies? Is value assessed before or after the alleged disadvantage? Is there a discount because of the minority position? Should account be taken of the termination of a management position? What if the company was strongly dependent on the departing shareholder? And how should diverging valuation reports be weighed?

The FD report shows this clearly. According to the article, there were several valuation reports with large differences in outcome. During the hearing, the discussion shifted towards concrete amounts and the question whether the parties could avoid an expert valuation.

This is recognisable in many shareholder disputes. The legal qualification opens the door, but valuation often determines whether parties continue litigating or settle.

Why settlement before the Enterprise Chamber can make sense

A settlement during a hearing may sometimes sound as if parties are forced into a compromise under pressure. In shareholder disputes, it can actually be rational.

An expert valuation costs time, money and energy. The outcome is uncertain, especially in companies with fluctuating results, foreign holding companies, management conflicts or diverging valuation methods. Parties may be months further before it becomes clear which price the expert considers reasonable.

A settlement can therefore be attractive. The withdrawing shareholder receives liquidity. The remaining shareholder obtains certainty. The company obtains peace. And the parties avoid a long valuation phase.

That does not mean every settlement is good. A shareholder must properly understand which rights he gives up, which proceedings end and whether the price is defensible. But a well-timed settlement can often have more value in shareholder disputes than continuing litigation on principle.

The role of the Enterprise Chamber

The Enterprise Chamber plays an important role in corporate law disputes. Under the WAGEVOE, that role has become more visible in withdrawal and expulsion.

In shareholder disputes, the Enterprise Chamber does not only look at formal shareholder rights. The factual relationships are often at least as important. Who had information? Who was excluded? Who controlled the company? Which arrangements were included in the shareholders’ agreement? What was the role of management? And how do the parties’ actions affect the value of the shares?

That makes proceedings before the Enterprise Chamber different from ordinary contractual disputes. The case concerns legal rights, but also governance, the corporate interest, valuation and a practical solution.

What foreign companies, investors and shareholders can learn from this

For foreign companies, investors and shareholders involved in Dutch B.V. structures, the key lesson is that shareholder disputes often start with cooperation but ultimately revolve around exit and valuation. It is therefore important to agree in advance on clear arrangements for buyouts, valuation, information rights and deadlock situations.

Both minority and majority shareholders should also pay close attention to their evidentiary position and conduct. A minority shareholder who claims to be disadvantaged must be able to substantiate that claim with documents and correspondence, while majority shareholders should avoid conduct that could later be viewed as exclusion, misuse of power or artificial value suppression. Under the WAGEVOE, both the facts and the parties’ behaviour can play an important role in the outcome of the dispute and the valuation of the shares.

Practical conclusion

The WAGEVOE makes shareholder disputes more practical and more visible. Withdrawal and expulsion are no longer abstract doctrines, but concrete routes for shareholders who are stuck in an unworkable relationship.

The FD report of a hearing before the Enterprise Chamber shows how such a dispute can develop in practice: legal arguments, valuation reports, hallway negotiations and ultimately a settlement on the price of the shares.

For foreign companies, international investors, founders, advisers and minority shareholders involved in Dutch B.V. structures, the main lesson is: regulate exit, valuation and information rights before the conflict arises. And if the conflict already exists, quickly map the legal position, evidence position and valuation range.

FAQ

What is the WAGEVOE?
The WAGEVOE is the Dutch Act on the adjustment of the statutory dispute resolution regime and clarification of admissibility requirements for inquiry proceedings. The law has been in force since 1 January 2025 and has changed the procedure for, among other things, shareholder withdrawal and expulsion.

What is withdrawal of a shareholder?
Withdrawal is a procedure in which a shareholder asks that his shares be acquired, because continuation of the shareholding can no longer reasonably be required from him.

What is expulsion of a shareholder?
Expulsion is a procedure in which an order is requested requiring another shareholder to transfer his shares, because that shareholder’s conduct seriously harms the interests of the company.

Why is valuation so important in shareholder disputes?
If shares must be transferred, it must be determined at what price this happens. In practice, valuation is often the most important point of dispute.

Why is the FD article relevant?
The FD article shows concretely how a shareholder dispute before the Enterprise Chamber can develop: a minority interest, disagreement about valuation, multiple valuation reports and negotiations during the hearing. This makes visible how the WAGEVOE can work in practice.

About Dirk de Waard

Dirk de Waard is a Dutch corporate and M&A lawyer, partner at Venture Lawyers in Amsterdam, and advises entrepreneurs, DGA’s, founders, investors and shareholders on shareholder disputes, withdrawal, expulsion, deadlock, shareholders’ agreements, governance and valuation of shares.

Shareholder conflict or withdrawal issue involving a Dutch B.V.?

A shareholder dispute requires quick analysis of the shareholders’ agreement, articles of association, information position, conduct of the parties and possible valuation routes. Under the WAGEVOE, the Enterprise Chamber can play an important role in withdrawal, expulsion, inquiry requests and interim measures.

Dirk de Waard advises foreign companies, international investors, founders, shareholders and advisers on shareholder disputes and proceedings before the Enterprise Chamber involving Dutch B.V. structures. Contact dirk.dewaard@viottalaw.com to assess your position, exit options and valuation strategy in time.