Depositary receipt holders without meeting rights get information under a settlement agreement
On 29 October 2026, the Amsterdam District Court published a judgment in interim relief proceedings of 16 September 2026 on the information rights of depositary receipt holders. The key point: minority depositary receipt holders who agree concrete information arrangements can enforce them independently of the law and the articles of association.
What happened?
Two holders of depositary receipts without meeting rights together held 16.27% of the depositary receipts for shares issued by a trust office foundation (STAK). After an earlier dispute about a possible sale of the business, the parties agreed in a 2022 settlement agreement that the depositary receipt holders would 'always be sufficiently and (therefore) adequately informed' about, among other things, the financial position and performance. After a sale process was aborted, the flow of information was reduced in 2025 to, in principle, one STAK meeting a year with the audited annual figures.
The court's decision
The interim relief judge considered that the statutory position of depositary receipt holders without meeting rights, and their position under the articles, was not decisive, because the parties had departed from it in the settlement agreement. One meeting a year is 'in any event too limited'. Within five working days, monthly profit and loss figures, the 2025 annual figures and an update on the aborted sale process and on an employee participation plan had to be provided, among other things. For as long as the claimants hold depositary receipts, monthly figures, annual figures and quarterly answers to their questions must follow, subject to a penalty of EUR 10,000 per day up to a maximum of EUR 500,000. The claim to appoint a director at the STAK went too far and was rejected.
Why this matters
Depositary receipts are often used to separate control from economic interest, for example in family businesses and employee participation plans. The statutory information rights of holders without meeting rights are limited. This judgment shows that contractual arrangements can substantially strengthen that position, and that courts will enforce them in interim relief proceedings.
Practical tips
Set out the information rights of (minority) depositary receipt holders concretely: which information, how often and within what period.
As STAK board or company, first test any change in the flow of information against existing arrangements, such as a settlement agreement or participation agreement.
Keep depositary receipt holders actively informed after an aborted sale or a restructuring; silence fuels conflict.
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This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.
