Enterprise Chamber: 50/50 deadlock narrowed down to one question – what are the shares worth?
Two shareholders each held half of the shares in a Dutch private limited company (BV) and together formed its board. What started as squeeze-out proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal ended, in a decision of 15 October 2026, as proceedings about a single question: the price of the shares.
From squeeze-out to price determination
In July 2026, one shareholder asked the Enterprise Chamber to order the other to transfer its shares, together with interim measures such as suspension as director, and in the alternative an inquiry. In September, with the consent of the other party, that request was converted into a joint request under Article 2:343c of the Dutch Civil Code. The parties agreed that one of them will transfer its shares to the other at a price still to be determined. The request for an inquiry was withdrawn.
One expert, with instructions from the parties
The Enterprise Chamber appoints one expert and follows the valuation instructions the parties jointly proposed: valuation date 31 December 2026, valuation in accordance with the guidelines for experts in the statutory dispute resolution procedure, on a stand-alone and going-concern basis. The parties each bear half of the costs. Once the expert has reported, the Enterprise Chamber will set the price.
Why this matters
Article 2:343c offers shareholders who agree on who leaves, but not on the price, a route to limit their dispute to the valuation. That can save time and costs compared with full squeeze-out or inquiry proceedings, while the parties keep control over the starting points of the valuation.
Practical tips
Include a deadlock clause in your shareholders' agreement, with a valuation method and valuation date.
If you agree on the exit but not on the price, consider a joint request for price determination.
Agree jointly on the instructions for the expert; that prevents discussion afterwards.
Shareholder dispute, exit or transaction? See our specialisations or get in touch with us.
This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.
