VL Weekly Corporate Law | week 46
Week 46 (9-13 November 2026) was dominated by the Nexperia case, the CSRD and two rulings that matter for transactions and shareholder disputes.
Nexperia: Wingtech may not undermine the Enterprise Chamber's measures
At the request of Nexperia and the non-executive director appointed by the Enterprise Chamber, the Enterprise Chamber ordered additional immediate measures on 11 November 2026. Yuching and Wingtech must withdraw claims before the Chinese courts, may not enforce a judgment from Dongguan and may not obstruct Nexperia in, among other things, partnerships, IP licences and financing. As (indirect) shareholders they are bound by Article 2:8 of the Dutch Civil Code. Penalty payments total a maximum of EUR 300 million. ECLI:NL:GHAMS:2026:3160
CSRD: reporting obligation from financial year 2027
With a third memorandum of amendment to the CSRD implementation bill (36 678), the government implements Omnibus Amending Directive (EU) 2026/470. The reporting obligation will apply from financial year 2027 to companies with on average more than 1,000 employees and more than EUR 450 million net turnover, without retroactive effect. Read our Insight
SPA: no additional payment for a set-off current account
After selling all shares in a private limited company, the seller claimed a further EUR 138,089: the current account debt included in the purchase price calculation, but set off before closing. The Amsterdam Court of Appeal held that the parties had taken the changed position into account at signing and had agreed on the purchase price and settlement (Haviltex). There is no gap to be filled under Article 6:248 of the Dutch Civil Code. ECLI:NL:GHAMS:2026:3096
Shareholder dispute: valuation including a disputed claim
In a dispute resolution procedure between mother and son concerning HIT Online Shops (former Article 2:343 of the Dutch Civil Code), the Enterprise Chamber ordered a new expert valuation of the shares as at 14 March 2025. The company states that it no longer has a EUR 300,000 claim against the son's holding; that claim is dismissed. However, the expert must assume that the claim existed on the valuation date. ECLI:NL:GHAMS:2026:3112
Practical tips
CSRD: check whether your company exceeds both thresholds and prepare reporting for financial year 2027 in good time.
SPA: expressly record changes in the current account position between signing and closing in the purchase price clause.
Shareholder disputes: the valuation reflects the position on the reference date, including a claim the board later drops.
Transaction, funding round or shareholder dispute? See our specialisations or contact us; we are happy to help.
This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.
