walslaw, Amsterdam boutique law firm
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Dispute resolution in JVs

Disputes in a joint venture are rarely confined to a single issue. They usually reflect a broader disagreement on direction, control or money that surfaces in a particular decision. The legal response needs to address both the immediate question and the underlying cause, and to do so in a way that preserves the venture where it remains viable. We advise Dutch and international JV partners in the early phase, on contractual escalation, settlement strategy and exit solutions. Where proceedings become likely, we bring in litigators we work with regularly, while we keep the lead and remain the point of contact.

When clients call us

  • A disagreement is escalating and litigation is on the table
  • Interim measures or attachments are being considered and strategic coordination is needed
  • Enquiry proceedings are being considered or threatened and corporate strategy is needed
  • A counterparty has started proceedings and corporate coordination is needed alongside specialist disputes counsel
  • Exit looks like the cleanest resolution and needs negotiating

Key legal & commercial issues

I.

Tools in a Dutch context

  • Contractual escalation under the JV agreement
  • Mediation and expert determination
  • Arbitration (NAI, ICC) or chosen court jurisdiction
  • Interim measures (kort geding) and conservatory attachments (conservatoir beslag)
  • Enquiry proceedings (enquêteprocedure) at the Enterprise Chamber
  • Exit-based resolution under the JV agreement
II.

Enquiry proceedings, a distinctive Dutch remedy

Dutch law provides a distinctive shareholder remedy: the enquiry procedure at the Ondernemingskamer (Enterprise Chamber of the Amsterdam Court of Appeal). The court can order immediate measures (suspension of directors, appointment of a temporary director or supervisor, transfer of shares for management) and an investigation into mismanagement. The remedy is powerful, its effects are broad and the proceedings are public, so its use is best considered strategically.

Alongside the enquiry procedure sits the statutory dispute resolution regime (articles 2:336 et seq. DCC), the geschillenregeling. Proceedings are commenced by petition at the Enterprise Chamber. An expulsion petition requires the petitioners jointly to hold at least one third of the issued capital. A withdrawal petition is based on conduct by one or more co-shareholders and may in certain cases also rest on conduct by the company itself. Related claims, including damages claims, may be joined, and listed companies fall outside the regime.

III.

Choosing the right forum

Arbitration (NAI, ICC) can offer confidentiality and an expert tribunal, although it is generally slower and more expensive than parties anticipate. Dutch courts are relatively fast, well regarded internationally and may hear qualifying commercial cases in English through the Netherlands Commercial Court. The forum should be selected at the drafting stage, rather than once a dispute has arisen.

What we advise on

What we advise on

  • Early-warning escalation under the JV agreement
  • Mediation, expert determination and structured negotiation
  • Arbitration clauses, and coordination with specialist arbitration counsel
  • Coordination with specialist litigation counsel, including kort geding and the Netherlands Commercial Court
  • Coordination with specialist counsel on enquiry proceedings at the Enterprise Chamber
  • Coordination with specialist counsel on conservatory attachments and interim measures
  • Settlement structuring, including exit as a settlement tool
  • Post-dispute governance and relationship reset

Typical documents and deliverables

Typical documents and deliverables

  • Escalation and standstill letters
  • Mediation and expert-determination protocols
  • Instructions and supporting corporate documents for specialist arbitration counsel
  • Supporting corporate documents for a petition to the Enterprise Chamber
  • Settlement agreement and exit documentation
  • Post-settlement governance amendments

How we support the process

How we support the process

  1. 1

    A strategic review of the dispute and of the relationship underlying it

  2. 2

    Activation of the contractual mechanisms in the order that preserves the most options

  3. 3

    Coordination with litigators we work with regularly once litigation, arbitration or enquiry proceedings become likely

  4. 4

    Negotiation towards a settlement wherever that remains commercially viable

  5. 5

    Execution of the exit, restructuring or governance reset once the matter is resolved

Questions clients ask before instructing us

Questions clients ask before instructing us

When should we file enquiry proceedings?
Enquiry proceedings may be appropriate where a party has standing, has first raised its objections in writing and allowed a reasonable response period. Under article 2:349a DCC, the Enterprise Chamber may grant immediate measures where the condition of the company or the interests of the enquiry require them, including appointing an independent director, suspending voting rights or placing shares with a custodian. Such measures can help address a paralysed joint venture or unilateral conduct, but their availability depends on the facts. A petition is generally considered where there is a documented pattern of concern rather than a single disagreement. The process is public and adversarial, which may permanently alter the commercial relationship. Where proceedings become likely, we bring in litigators we work with regularly and continue to advise on the corporate side.
Arbitration or Dutch courts: which is better for a JV dispute?
Arbitration suits cross-border joint ventures, technically complex disputes and parties who value confidentiality, and awards are enforceable internationally under the New York Convention. Dutch courts may be faster and less expensive for straightforward contractual claims, offer effective summary proceedings for urgent relief, and carry no arbitrator appointment delay. In qualifying international commercial disputes, the parties may expressly choose the Netherlands Commercial Court, which conducts proceedings in English within the Dutch court system. The critical point is that an arbitration clause does not exclude the Enterprise Chamber: enquiry proceedings are a statutory corporate remedy and remain available regardless. That can result in a contractual dispute in arbitration running alongside a corporate dispute in Amsterdam. We advise the parties to decide deliberately which forum should carry which category of dispute, and to draft the agreement accordingly.
Can we get an interim order to keep the JV operating during the dispute?
Interim relief is available by two routes. Summary proceedings before the voorzieningenrechter can produce an enforceable interim order within weeks, and sometimes within days where urgency is genuine, compelling a party to perform, restraining a step or preserving the status quo. Separately, and often to greater effect in a corporate deadlock, the Enterprise Chamber can order immediate provisional measures in enquiry proceedings, including the appointment of an independent director, who may be given a decisive vote, so that the joint venture can continue to take decisions while the dispute runs. The choice depends on whether the problem is contractual performance or corporate paralysis. In practice the two are sometimes deployed in parallel.
What is a conservatoir beslag and when do we use it?
A conservatoir beslag is a Dutch pre-judgment attachment: with leave from the voorzieningenrechter, sought by an ex parte written application, a claimant can attach a counterparty's bank accounts, shares, receivables or real estate before judgment. Leave is not automatic: the application must substantiate the claim and the attachment sought, and the court may refuse leave or impose conditions. The claimant must then commence substantive proceedings within a set period, and is liable in damages if the attachment turns out to have been wrongful. Deployed with care, it secures recovery against a partner who may dissipate assets, while an attachment laid without that care can quickly escalate a commercial disagreement into full litigation.
Is mediation worth trying first?
It usually is, and particularly where the joint venture is expected to continue. Mediation can help preserve the commercial relationship, is confidential, and can address the underlying issue, which in joint venture disputes is often a change in one partner's strategy rather than the contractual point on the table. It is also usually less expensive than the alternatives. It is usually not worth attempting where one partner is acting in bad faith, where urgent relief is needed to prevent a step being taken, or where the real objective is exit rather than resolution. A staged clause can make a defined mediation step a precondition to proceedings, but should specify the mediator or appointment process, timetable, end point and the continued availability of urgent relief.
Can the JV agreement force the parties into arbitration?
For contractual claims, it can: a valid arbitration clause is binding and may lead a Dutch court to decline jurisdiction if it is invoked. It cannot, however, determine every aspect of a JV dispute. The scope of an arbitration clause must be assessed alongside any statutory corporate remedies and the availability of urgent relief. The practical consequence is that a joint venture arbitration clause should be drafted with those remedies in mind, on the understanding that connected issues can require different forums.

Related areas

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