VL Weekly Corporate Law | week 44
In VL Weekly Corporate Law, we list the key developments for entrepreneurs, directors and shareholders every week. In week 44 of 2026, four topics: a director who let the cash pool run until bankruptcy, investors who may call in their convertible loan to Crisp, a reopened turbo liquidation with an independent liquidator and a high threshold for director liability for unpaid invoices.
Cash pool sweeps just before bankruptcy
On 6 October (published 30 October), the Arnhem-Leeuwarden Court of Appeal held that in a zero balancing cash pool, each sweep when bankruptcy is in sight is a payment to the affiliated shareholder. Director and shareholder must jointly and severally pay the trustee just over EUR 243,000; the district court had still rejected the claim. Read our Insight. Source: ECLI:NL:GHARL:2026:6407
Convertible loan to Crisp called in
On 28 October, the Amsterdam District Court held that four investors may call in their EUR 5 million convertible loan to online supermarket Crisp, because a core arrangement on equal treatment of investors had been materially breached. Annulment for error or fraud failed, and the agreed subordination stands. Read our Insight. Source: ECLI:NL:RBAMS:2026:10572
Turbo liquidation reopened
On 1 October (published 26 October), the Amsterdam District Court reopened the liquidation of three private companies dissolved by turbo liquidation (Article 2:23c of the Dutch Civil Code). The alleged claim of the heirs of a medical adviser and the existence of assets were sufficiently plausible; the filings did not comply with Article 2:19b of the Dutch Civil Code. The court appointed an independent liquidator. Read our Insight. Source: ECLI:NL:RBAMS:2026:10377
Unpaid invoices: directors not personally liable
On 21 October, the Zeeland-West-Brabant District Court held that the (indirect) directors of a hospitality company, since declared bankrupt, are not liable alongside that company for a construction firm's unpaid invoices for renovation work. Given the strict standard, it had not been sufficiently argued that they could be personally seriously blamed. Source: ECLI:NL:RBZWB:2026:10283
In practice
Set out in cash pool arrangements when sweeps stop if a group company runs into financial difficulty.
Test later financing rounds and new share classes against earlier arrangements on equal treatment of investors.
Do not treat a turbo liquidation as the end: file correctly and account for where remaining funds go.
Want to know more?
Transaction, financing round or shareholder dispute? See our specializations or contact us.
This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.
