Expertise
Corporate disputes
Strategic advice from the outset on shareholder, boardroom and post-M&A conflicts.
In practice
Corporate disputes are commercial problems before they are legal ones.
We help clients identify the real source of the conflict early, weigh the realistic outcomes of escalation against settlement, and choose the path, whether negotiation, structured settlement, expert determination or formal proceedings, that protects the value of the underlying business.
Our work spans private companies, joint ventures and portfolio companies, with a focus on disputes where the corporate and contractual layers interact and where speed and discretion matter.
How we work
First point of contact in corporate disputes
Most corporate disputes reach a lawyer as a commercial problem rather than a pleading: a shareholder relationship that has stopped working, a warranty claim taking shape after completion, a board that cannot take a decision, a partner in a joint venture behaving in a way the agreement did not anticipate. At that stage the questions are corporate or strategic rather than procedural: what the articles and the shareholders' agreement actually permit, what the realistic range of outcomes is, what can be preserved, and whether escalation improves the position or forfeits it. Those are the questions we answer. Answering them well depends on knowing the documents and the structure, and in a transaction-related dispute these are the same kind of documents we draft in our transaction work.
We advise on the strategy from the outset and remain the client's point of contact. Where proceedings become likely, we bring in litigators we work with regularly, at the point at which they add value. We stay involved as corporate and strategic advisor: we know the history, the documents and the commercial objective, and we keep the lead so that the client keeps a single point of contact.
Key legal & commercial issues
What determines the outcome of a corporate dispute
- 01
Diagnosing the conflict before escalating it
Most corporate disputes have a recoverable commercial core: a deadlocked decision, a breakdown of trust between shareholders, a disagreement on strategy. The first task is to separate the legal claims from the underlying commercial problem and to test whether the relationship can be restored or restructured rather than terminated.
- 02
Choosing the forum and the procedural route
Dutch corporate disputes can be brought before the civil courts, before the Enterprise Chamber under the right of inquiry, in statutory dispute resolution proceedings (squeeze-out or exit of a shareholder), through arbitration or via expert determination. The choice of forum has a material effect on speed, cost, disclosure and the available interim measures.
- 03
Preserving value during the dispute
Corporate conflicts can destroy enterprise value quickly: customers and key employees notice, financing covenants tighten and transactions stall. Practical steps such as interim governance arrangements, information-flow protocols and confidentiality often matter as much as the eventual legal outcome.
Specific areas we advise on
What we advise on
Specific areas we advise on within corporate disputes
Shareholder disputes
Conflicts between shareholders in private companies, from minority shareholder rights and information rights to exit and expulsion proceedings under the statutory dispute resolution procedure.
Boardroom disputes
Conflicts between directors, between management and supervisory board, or between the board and shareholders on strategy, dismissal and decision-making.
Post-M&A claims
Warranty, indemnity and earn-out disputes after closing, including price-adjustment mechanisms, alleged breaches of SPA covenants and misrepresentation claims.
Expert determination and settlement strategy
Strategic use of expert determination, mediation and structured settlement to resolve corporate conflicts efficiently and preserve relationships where possible.
Questions clients ask before instructing us
What is the Dutch Enterprise Chamber and when is it relevant?
The Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal hears inquiry proceedings concerning the policy and affairs of a company. It can order interim measures, including suspension of directors or transfer of shares to a court-appointed trustee for management. It is a prominent venue for serious shareholder and boardroom disputes in the Netherlands. Statutory dispute resolution proceedings (squeeze-out and exit of shareholders, art. 2:336 et seq. Dutch Civil Code) can also end up before the Enterprise Chamber.
Who can start a right-of-inquiry proceeding?
Shareholders can start inquiry proceedings if they hold a minimum interest set by statute. The level of that threshold depends on the size of the issued capital, and a separate criterion applies to listed companies. In certain circumstances trade unions may also file a petition, and the Advocate General may do so on grounds of public interest.
How long does corporate litigation typically take in the Netherlands?
The duration of corporate proceedings varies materially by forum, urgency, complexity and the parties' procedural choices. Urgent interim relief may be available at short notice, while proceedings on the merits and any appeal require a case-specific assessment.
When is expert determination useful in a corporate dispute?
Expert determination is useful for disputes that turn on technical or accounting questions, such as completion accounts, earn-out calculations, valuation under a buy-sell provision, or breach of a specific contractual mechanism. A well-drafted expert clause can resolve the issue in months rather than years, with limited grounds for challenge afterwards.
What can be done to preserve enterprise value during a dispute?
Measures to preserve value include interim governance arrangements, ring-fenced information flows, confidentiality protocols, careful communication with customers and employees and, where appropriate, court-supervised interim measures from the Enterprise Chamber. Speed in stabilising the operating business is often more important than the eventual legal outcome.
How are post-M&A warranty claims handled?
Post-M&A warranty claims are assessed against the SPA provisions on notice, quantification and process. We advise on the strategy and remain the point of contact. Where proceedings become likely, we bring in litigators we work with regularly and remain involved ourselves.