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Summary
A prolonged dispute between two equal shareholders led to an irretrievable breakdown in cooperation. The Enterprise Chamber grants a shareholder's exit petition and orders an expert valuation. The inquiry petition and the counter-petition for compulsory transfer are dismissed.
Legal significance
Dutch shareholder dispute-resolution rules may provide an exit when cooperation has permanently failed. A separate inquiry is not required in every dispute.
Procedural and factual context
The Enterprise Chamber dealt with an exit petition, an inquiry petition and a counter-petition for compulsory transfer. The relationship between two equal shareholders had broken down irretrievably and continued cooperation was no longer viable. The remaining practical issue concerned disentangling their interests.
Legal analysis
The Chamber considered a separate inquiry unnecessary in the circumstances, given that the granted exit offered a path to ending the relationship. An expert was appointed to determine the value of the shares. The ruling refers to a discounted cash-flow approach, potentially supplemented by a cross-check against another valuation method.
Practical implications
The case highlights the need to match the proceedings to the client's real objective: examining past management or ending a shareholder relationship. Valuation date, potential adjustments and the expert's terms of reference remain important. See especially paragraphs 4.6 and 4.9–4.14 of the original Dutch decision.
This additional AI-generated analysis draws on the available case description and has not been independently verified by a lawyer. Consult the full original Dutch decision for the facts, reasoning and operative order.