Investor claims: going it alone or the collective route
An investor harmed by misleading information from a listed company can bring a claim of their own. Four Amsterdam cases show when that is worthwhile: three claims against Ahold and Imtech were dismissed, while the claim against the former directors of Landis succeeded. The difference lay in the reproach and the loss; limitation, costs, recovery and settlement also count.
Three claims dismissed, one successful
On 24 February 2003 Ahold disclosed that income at its American subsidiary U.S. Foodservice had been overstated and that it would change how it consolidated its joint ventures. Within three trading days the share price fell from €9.71 to €2.39. A former employee then sold his 138,429 shares and claimed more than €2 million from Ahold and two former directors (Amsterdam District Court 2016, paras 2.10-2.13 and 3.1).
On 20 July 2012 Imtech announced the "biggest Imtech order ever", an amusement park in Poland, without mentioning that the client had failed to make an advance payment of almost €150 million. On 4 February 2013 came the announcement of an expected write-down of at least €100 million, after which the share price fell sharply. In 2015 Imtech went bankrupt (Amsterdam District Court 2021, paras 2.4-2.11 and 2.21). Ten investors sued four former directors and a former supervisory board member for amounts ranging from €707.50 to €35,619.10. Two other shareholders each claimed €4,725 from the former chief executive. They built on a fine imposed on him by the Dutch Authority for the Financial Markets (AFM). The Trade and Industry Appeals Tribunal upheld that fine in 2018 at €1 million (Amsterdam Subdistrict Court 2022, paras 2.7-2.8 and 3.1).
All three claims were dismissed. At Landis, a bankrupt IT company, a claim did succeed. More than two thousand investors assigned their claims to a foundation, which, together with the Dutch Investors' Association (VEB), sued the former chief executive and the former finance director. The court ordered them to pay damages, to be assessed in separate damages proceedings (an inquiry as to damages) (Amsterdam District Court 2015, paras 2.5 and 4.6). Why did Landis succeed where the other three failed? The answer lies in the reproach and in the loss; at Imtech, limitation also played a part.
The reproach: established facts against a fine
Two routes are open against directors. For misleading annual accounts, a misleading management report or misleading interim figures, they are jointly and severally liable unless they prove they were not to blame (Section 2:139 DCC). For other misleading statements, such as a press release, liability in tort requires a serious personal reproach (Section 6:162 DCC). A reproach against the company is then not enough, and the bar is high (Amsterdam District Court 2021, paras 4.20 and 4.23).
The Imtech investors built on a fine from the regulator. That looks like a strong starting point. The rules in the Financial Supervision Act (Wft) on price-sensitive information and market manipulation are, however, regulatory in nature: a breach may carry weight, but it does not automatically make a director liable under civil law. The Trade and Industry Appeals Tribunal had found that Imtech breached the Wft with its press release on the order, and that only the chief executive had in fact directed that breach. The ten investors added nothing to those findings, so a serious personal reproach against him had not been substantiated (Amsterdam District Court 2021, paras 4.17 and 4.43).
At Landis there was more. The Enterprise Chamber had found mismanagement, with res judicata effect, and the Midden-Nederland District Court had established the incorrect items in the figures one by one. The directors did not dispute those findings on the merits, so it was established that the figures for 1999, 2000 and the first half of 2001 were misleading. That made them liable under Section 2:139 DCC; they did not argue that they were not to blame. The court also held it seriously culpable to maintain a profit forecast when it must already have been known that a loss was coming. Given the scale and systematic nature of the manipulation, the directors must have known of the misstatements (Amsterdam District Court 2015, paras 4.2.5-4.2.6 and 4.3.3). That is the first difference: at Landis the facts had already been established, while at Imtech the allegations remained too general.
The loss: price at purchase, price as evidence
A reproach alone is not enough: the investor must also show that the misstatement caused the loss. In Ahold the court assumed that the figures Ahold filed with the American Securities and Exchange Commission (SEC) were incorrect: the joint ventures had wrongly been consolidated in full. The claim still failed. The former employee had acquired most of his shares before those figures appeared, or at a price from before that time. By the time he sold, the incorrect information had also left the share price. He measured his loss from the price just before the press release, while that very price was artificially high because of the same incorrect information. For the smaller part he acquired later, he did not say when or at what price (Amsterdam District Court 2016, paras 4.16 and 4.21-4.23).
The Imtech investors stalled on the same point. The two shareholders before the subdistrict court already held their shares on the day of the press release on the order. They did not claim to have bought or sold anything on the strength of the press releases. A fall in the share price alone was then not enough, also because they might later have sold at a higher price (Amsterdam Subdistrict Court 2022, para. 4.6). The ten investors in the other Imtech case each had to state, for every investment decision, which misstatement had adversely affected it, also under Section 2:139 DCC. With ten investors and five defendants, the court said, these were "in effect fifty sets of proceedings". Nine of them only became shareholders after 4 February 2013. The image of a director leaving behind a "ticking time bomb" did not explain how earlier conduct had caused them loss (Amsterdam District Court 2021, paras 4.23-4.26).
At Landis the share price worked in the investors' favour. The results had been systematically overstated for three years in a row, and the directors did not specifically dispute that this had affected the share price. The possibility of loss was therefore sufficiently plausible, and causation was established. Whether investors had actually relied on the figures was irrelevant to liability (Amsterdam District Court 2015, paras 4.4-4.5). Where the investors in Ahold and Imtech had to show how the misstatement affected their own decision, at Landis the effect on the share price was enough to establish liability. That is the second difference.
At Landis the individual claims and the extent of the loss were reserved for separate damages proceedings or other follow-up proceedings (Amsterdam District Court 2015, paras 4.5-4.6). The Imtech investors had also claimed damages to be assessed in separate proceedings. That did not help them: their case on the reproach and on the link with their loss was not specific enough (Amsterdam District Court 2021, paras 3.1 and 4.27). A claim for damages to be assessed later does not replace that substantiation. An individual investor can also ask for referral to separate damages proceedings; for that, liability must be established and the possibility of loss caused by it must be plausible.
Limitation: interruption for whom and against whom
At Imtech, limitation was a further obstacle. A claim for damages becomes time-barred five years after the injured party became aware of both the loss and the person liable for it (Section 3:310(1) DCC). A creditor who does not issue proceedings in time can interrupt the limitation period by a written demand or written notice that unequivocally reserves the right to performance (Section 3:317(1) DCC). A new period of at most five years then runs (Section 3:319 DCC).
The two shareholders before the subdistrict court knew of their loss and of the person liable on 4 February 2013, so their period expired on 5 February 2018. They issued proceedings in March 2021 and relied on a letter of 2 August 2016 in which Stichting Imtechclaim.nl had held the former chief executive, among others, liable. A foundation that meets Section 3:305a DCC can interrupt limitation for the investors whose interests it represents. Here, however, no articles of association or trade register extract showing that status had been produced, nor did the shareholders claim to have given the foundation a power of attorney. That the director had nonetheless been warned by the letter did not help, because the letter did not specifically reserve their rights (Amsterdam Subdistrict Court 2022, paras 4.1 and 4.3-4.4).
For the ten investors, the problem lay in who the letters were sent to. The second letter interrupting limitation, dated 30 January 2018, went only to the lawyers of the new directors and the supervisory board member. The former chief executive and the former finance director never received it, and the recipients were under no duty to forward it. The claims of nine investors against those two directors were therefore time-barred (Amsterdam District Court 2021, paras 4.9 and 4.14).
What a claim costs and what it yields
The losing party pays the defendants a fixed-scale amount in costs, and with more defendants that adds up. The former Ahold employee was ordered to pay €14,363 three times (Amsterdam District Court 2016, para. 4.28). The ten Imtech investors were ordered, jointly and severally, to pay €6,976 four times. Even the investor who claimed €707.50 can therefore be pursued for the whole amount (Amsterdam District Court 2021, paras 4.76 and 4.78). Before the subdistrict court the costs order was limited to €777.50. The shareholders did not have to pay the director's actual costs, as there was no abuse of procedure (Amsterdam Subdistrict Court 2022, paras 4.8-4.9 and 4.12). On top of that come the fees of the investor's own lawyer. For a claim of a few thousand euros, that risk weighs heavily.
Against that stands what can actually be recovered, and winning is not the same as being paid. According to the VEB, the private assets of the Landis directors were insufficient to meet a loss running into millions. Their liability insurance cover had been used up on legal fees (VEB, October 2015). At the end of 2016, settlements with the former directors, the supervisory board members and the auditor EY made just over €4.5 million available to qualifying VEB members (VEB, December 2016). Investors with a valid claim received limited compensation in 2019 (VEB, July 2024).
Imtech itself was bankrupt. A claim against the company could still be lodged with the trustee in bankruptcy, but with uncertain recovery, and the investors went after the directors and the supervisory board member. Where the company can pay, it is the more obvious defendant. In the ING case the court saw no interest worthy of legal protection in also suing the directors, partly because ING could pay (Amsterdam District Court November 2025, paras 6.92-6.93).
Settlement: take part or opt out
A settlement changes the calculation. The American Ahold settlement of 2005 paid USD 1.47 per share to those who had bought between July 1999 and February 2003. According to his own statement, the former employee had bought or received 103,263 shares in that period, but he opted out. In Amsterdam he argued that the moment of purchase did not matter, and he recovered nothing (Amsterdam District Court 2016, paras 2.18 and 4.5).
In the United States an investor who falls within the class of a class action can opt out and sue alone (Rule 23). Between 2019 and mid-2022, 11.5% of settlements had at least one opt-out, and that share rose with the size of the settlement. Those who then sued alone were mostly institutional investors, and cases with opt-outs typically involved higher estimated damages and a defendant better able to pay (Cornerstone Research 2023, pp. 3-4). Five Starboard Value funds, for example, opted out of a USD 32.5 million settlement with Mercury Systems in April 2026 and sued the company themselves in June (Mercury Systems, annual report 2026).
Those who do take part can only litigate for loss the settlement does not cover. An Imtech investor compensated under the settlement with the VEB claimed only loss after 4 February 2013. That investor had to establish a separate causal link for it (Amsterdam District Court 2021, paras 4.15 and 4.26). A settlement declared binding by the court binds every person entitled to compensation who does not opt out in time (Section 7:908(2) DCC). The American damages route under Section 10(b) has, since 2010, generally been closed for shares bought outside the United States, as discussed in the Philips class action.
In practice: what must an investor plead and prove?
The four cases show what an investor must be able to plead and, where necessary, prove:
- What was incorrect: for each publication, what was wrong, how large the deviation was and why it was material to the investment decision. For annual figures, the board must have exceeded the limits of its discretion (Amsterdam District Court November 2025, paras 6.17 and 6.68).
- Information withheld: what information the company had at the time and why it should have disclosed it. This is assessed with the knowledge of the time, and the investor must substantiate the alleged breach. A pending criminal investigation is not in itself price-sensitive information (Amsterdam District Court November 2025, paras 6.15-6.19 and 6.45-6.47).
- The reproach against each defendant: for directors, Section 2:139 DCC for misleading annual figures, which requires no serious personal reproach, and for other misleading statements a serious personal reproach, substantiated for each director. A fine from the regulator does not replace that substantiation.
- The link with the decision: that the incorrect information affected the share price, and which decision of this investor it affected. For a misleading prospectus, causation is presumed (Supreme Court 27 November 2009, para. 4.11.2); for annual reports the Supreme Court has not decided the point.
- The loss on each transaction: date, number of shares, price, how the shares were acquired and what later happened to them. The actual position is compared with the likely position without the misstatement; a fall in the share price is not in itself loss caused by the misstatement.
- Limitation: a timely interruption that demonstrably works for this investor and against each defendant, repeated within five years.
The chances are best when the investor can build on facts already established elsewhere, as at Landis: a decision or investigation report of the Enterprise Chamber, a judgment in proceedings brought by the trustee in bankruptcy, a criminal judgment or a regulatory decision with specific findings. Without such a basis the documents are hard to obtain, because the court will not order disclosure against a weakly substantiated claim (Amsterdam District Court November 2025, para. 6.59; Amsterdam District Court June 2025, paras 4.11-4.13). How far the right to inspect documents reaches is set out in the article on the Dutch duty to disclose.
Whether a case of one's own is then worthwhile depends on two further calculations: the claim must be large relative to the costs risk per defendant, and the defendant must be able to pay. If either falls short, the alternative carries more weight: taking part in a settlement or joining a bundled claim or collective action. What is required of a foundation is set out on the page on collective actions and mass claims. How the test for directors works is set out on the page on directors' liability.
Frequently asked questions
Does an investor need a lawyer to sue a listed company?
That depends on the amount. Claims of up to €25,000, including interest accrued up to the date of the writ, are heard by the subdistrict court (Section 93 DCCP), where a party may litigate in person (Section 79(1) DCCP). Above that amount a lawyer is mandatory. Before the subdistrict court too, the loss on each purchase must be substantiated.
Does a claim foundation's letter also interrupt limitation for an individual investor?
Only if it acts for that investor: as a representative organisation that meets Section 3:305a DCC and whose articles cover the investor, or under a power of attorney. At Imtech, under its articles, the first letter covered only those holding shares on 1 February 2013: one of the ten investors (Amsterdam District Court 2021, para. 4.9). Investors in doubt should act themselves.
Can an investor assign a claim to a claim vehicle?
Yes, but the assignment must be made plausible. A claim vehicle that produced its assignment agreement largely blacked out was refused the auditor's audit files, partly for that reason (Amsterdam District Court June 2025, para. 4.11). In the Imtech case the court excluded claims acquired only during the proceedings (Amsterdam District Court 2021, paras 4.2-4.3).
Cited case law
Supreme Court: ECLI:NL:HR:2009:BH2162 (World Online, 27 November 2009, para. 4.11.2; for a misleading prospectus the starting point is that causation with the investment decision exists).
Amsterdam District Court: ECLI:NL:RBAMS:2015:7495 (Landis, 28 October 2015, paras 4.3.3 and 4.5; misleading annual figures and a maintained profit forecast unlawful towards investors, causal link with price loss accepted because the incorrect information affected the share price). ECLI:NL:RBAMS:2016:2191 (Ahold, 20 April 2016, paras 4.21-4.23; the investor did not substantiate loss on shares acquired before the incorrect publications or at a price from before that time, and for shares acquired later there was no information on timing and price). ECLI:NL:RBAMS:2021:2960 (Imtech, 9 June 2021, paras 4.20 and 4.23; in tort, directors and supervisory board members are liable only where there is a specific serious personal reproach; under Sections 2:139 and 2:150 DCC that reproach is not required, but each investor must establish causation for each investment decision). ECLI:NL:RBAMS:2022:4313 (Imtech, subdistrict court, 22 July 2022, paras 4.4 and 4.6; the foundation's letter did not interrupt limitation for these shareholders because neither status under Section 3:305a DCC nor a power of attorney had been shown, and a fall in the share price alone did not substantiate loss). ECLI:NL:RBAMS:2025:4331 (Philips Investors Recovery v EY, 12 June 2025, paras 4.11-4.13; disclosure application by a claim vehicle refused, assignment not shown to be plausible). ECLI:NL:RBAMS:2025:8223 (ING, 5 November 2025, paras 6.92-6.93; no interest worthy of legal protection in suing the directors, partly because the company can pay).