Compulsory withdrawal and conflict of interest in a joint venture
Shareholders shut out after a fellow shareholder diverted turnover to his own company
On 9 October 2025 the Enterprise Chamber (Ondernemingskamer) held that two shareholders of Vlees Online B.V. may be required to transfer their shares to the remaining shareholders. The company operated an online butcher's shop under the name "Meat for More" and had been incorporated in September 2023 by four equal shareholders, each holding 25% of the shares and a seat on the management board.
Two shareholders — A and D — had developed the concept and the webshop. The other two — B and C — joined to provide financing and professionalisation. The cooperation broke down within a few months. B and C moved the business activities to the premises of Peter Konijn B.V., a meat supplier wholly owned by B. A and D were then denied physical and digital access.
In February 2024 B and C dismissed their fellow directors as managing directors. D was declared bankrupt in May 2024. Both A and the trustee in bankruptcy of D asked the Enterprise Chamber to order compulsory withdrawal (Section 2:343 DCC) and to conduct an inquiry into the conduct of affairs of the company.
The Enterprise Chamber holds that systematic exclusion and undocumented transactions justify compulsory withdrawal
The Enterprise Chamber finds that A and D were systematically excluded from information and control. B and C denied them access to the records, the webshop and the business premises. That conduct makes the continuation of their shareholding unreasonably burdensome within the meaning of Section 2:343 DCC.
Particularly serious is the conflict of interest affecting B. Of the turnover of Vlees Online — €978,000 over the first 3.5 months and more than €4 million in 2024 — 84 to 87% flowed to Peter Konijn B.V. as purchasing costs, freight and rent. The rent increased by approximately €10,000 per month in the meantime. For none of these transactions did any written agreements or board resolutions exist. That is contrary to the obligations arising under Section 2:239(6) DCC: a director with a conflict of interest does not take part in the deliberations and decision-making.
The Enterprise Chamber orders an expert investigation into the value of the shares. The valuation must take place on the basis of normalised figures: the non-arm's-length costs charged by Peter Konijn B.V. are to be corrected. Each party bears one quarter of the expert's costs. The Enterprise Chamber rejects the inquiry petition in reliance on its discretionary power. The compulsory withdrawal, with a normalised valuation, already addresses the core of the dispute sufficiently. A parallel inquiry would entail additional costs without any material added value, the Chamber holds, referring to Supreme Court 22 September 2023, ECLI:NL:HR:2023:1283 (Funda).
How to prevent a fellow shareholder with a conflict of interest from hollowing out the company
This case illustrates the risk of a joint venture without contractual safeguards. Four equal shareholders, no shareholders' agreement, no arrangements governing related-party transactions. The result: a director able to divert millions in turnover to his own company unhindered.
Protection begins with how the cooperation is set up. Related-party transactions require prior approval, preferably recorded in a shareholders' agreement. Decision-making on such transactions must take place in writing, with the interested director excluded in accordance with Section 2:239(6) DCC. Without that discipline, the vacuum arises that led to exclusion and hollowing out in this case.
The Enterprise Chamber's decision also shows that compulsory withdrawal can be an effective instrument where an inquiry would be disproportionate. The normalised valuation corrects the financial harm without the costs of a full investigation. That makes compulsory withdrawal a powerful and efficient alternative in cases of conflict of interest, as was also apparent earlier in the ICTS judgment on inquiry proceedings and remedial measures. For shareholders faced with exclusion or undocumented related-party transactions, prompt action before the Enterprise Chamber is called for. Corporate litigation requires a strategy that addresses both governance and the financial position.
Frequently asked questions
When can a shareholder seek compulsory withdrawal from the Enterprise Chamber?
A shareholder can seek compulsory withdrawal under Section 2:343 DCC where the continuation of the shareholding can no longer reasonably be required. That may be the case in the event of systematic exclusion, the withholding of information, or conduct by fellow shareholders that is contrary to the interests of the company.
What is the consequence of a conflict of interest affecting a director?
A director with a direct or indirect personal interest that conflicts with the interest of the company may not, under Section 2:239(6) DCC, take part in the deliberations and decision-making. In the event of a breach, the aggrieved shareholder can seek compulsory withdrawal and have the valuation carried out on the basis of normalised figures.
Can the Enterprise Chamber refuse an inquiry despite well-founded doubts about the conduct of affairs?
Yes. The Enterprise Chamber has a discretionary power to refuse an inquiry, even where there are well-founded reasons to doubt that affairs have been conducted properly. In this case the Chamber held that compulsory withdrawal with a normalised valuation already addressed the problems sufficiently and that a parallel inquiry would be disproportionate.
ECLI:NL:GHAMS:2025:2703, Amsterdam Court of Appeal (Enterprise Chamber), 9 October 2025
Cited case law
Supreme Court: ECLI:NL:HR:2023:1283
Courts of Appeal: ECLI:NL:GHAMS:2025:2703