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Enterprise Chamber: exit granted in a 50/50 deadlock, inquiry refused

Writer: Caspar van der Winden
Caspar van der Winden
Oct 20
2 min read

Two shareholders holding 50% each, a broken relationship and no way out. In a decision of 6 October 2026 (ECLI:NL:GHAMS:2026:2965), the Enterprise Chamber of the Amsterdam Court of Appeal opted for a definitive separation: one shareholder's exit request was granted and his request for an inquiry refused.

What happened?

Both shareholders agreed that their relationship had been seriously and permanently disrupted and that each of them had contributed to the unworkable situation. One shareholder requested to exit the company and an inquiry into its management. The other in turn requested the expulsion of his co-shareholder.

The Enterprise Chamber's considerations

According to the Enterprise Chamber, the interest of the company requires that one of them ceases to be a shareholder. Granting the exit request sets that process in motion. A parallel inquiry, with the cost, time and attention it requires, adds too little in this case. The expulsion request was refused: once the exit was granted, there was no independent interest in it.

The shares must be transferred to the co-shareholder. An expert will value them as at the present date, using a discounted cash flow method, where necessary cross-checked against another method. The Enterprise Chamber will then set the price.

Why this matters

Since 1 January 2025, exit and expulsion proceedings are heard by the Enterprise Chamber instead of the district court. As in this case, such a request can be assessed together with a request for an inquiry. In a 50/50 deadlock, this may lead to a separation rather than an investigation.

Practical tips

  • Include a deadlock and exit arrangement in the articles of association or shareholders' agreement, with a clear valuation mechanism.

  • In a dispute, decide upfront what you want to achieve: an inquiry into the management or a definitive separation.

  • Agree how decisions are taken when shareholders hold each other in balance.

Read more about how we handle shareholder disputes on our specializations page.

Is this relevant to your company or joint venture? Contact us.

This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.

 
 
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