VL Weekly Corporate Law | week 43
In VL Weekly Corporate Law we bring together the key developments for entrepreneurs, directors and shareholders each week. Week 43 of 2026 covers four topics: an earn-out that founders on one added phrase, an exit in a 50/50 deadlock, a void attempt to squeeze out a co-founder and the Council of State's advice on English-language articles of association.
No earn-out after resale
On 14 October the Rotterdam District Court rejected a claim of more than EUR 326,000 under an earn-out clause in a share purchase agreement. The clause only applied to a resale to a customer, supplier or other business relation, and the buyer was none of these. Those words were only added in the final version of the agreement, but the seller signed it that way. Read our Insight. Source: ECLI:NL:RBROT:2026:14042
Exit in a 50/50 deadlock
On 6 October the Enterprise Chamber granted the exit request of one of two 50% shareholders in a private limited company, at a price to be set after valuation by an expert. His request for an inquiry was refused. Read our Insight. Source: ECLI:NL:GHAMS:2026:2965
Squeezing out a co-founder: void
On 7 October the Amsterdam District Court held that resolutions to cancel all shares issued at incorporation without repayment and to issue new shares without offering them to a co-founder were null and void. His shares had been granted unconditionally. Read our Insight. Source: ECLI:NL:RBAMS:2026:10340
English-language articles for BVs and NVs
On 19 October the Advisory Division of the Council of State published its advice on the Justice and Security Simplification Act 2027, which would allow deeds of incorporation and articles of association of NVs and BVs in English. The Division raises concerns and suggests requiring a Dutch deed or a certified translation. Read our Insight. Source: Council of State
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