Introduction
The statutory dispute resolution is the legal mechanism for finding a way out of a shareholder conflict. One shareholder may compel another to leave (expulsion, Section 2:336a DCC) or may withdraw of its own accord where continuation of the shareholding can no longer be tolerated (Section 2:343 DCC). In practice it arises predominantly in closely held relationships, 50/50 private limited companies (BVs), but also three- or four-party companies, where the cooperation has broken down irreparably.
The statutory dispute resolution is a relatively rare procedure before the Enterprise Chamber (OK). Most shareholder conflicts are resolved through inquiry proceedings, the statutory dispute resolution is the endgame rather than the opening move. Those who do bring the procedure encounter a court that scrutinises the supporting evidence strictly and places the company's interest at the centre. The statutory dispute resolution is one of the routes in a shareholder dispute, alongside inquiry proceedings, the squeeze-out and a negotiated settlement.
When must a shareholder leave?
Expulsion is the most far-reaching measure: a shareholder is compelled to transfer its shares. The threshold is high. The shareholder's conduct must harm the company's interest to such an extent that continuation of the shareholding cannot reasonably be tolerated.
In practice, expulsion succeeds where the shareholder acts unilaterally and covertly to the detriment of the company. In a case concerning an expert appraisal firm, a 50% shareholder had unilaterally ended the cooperation, taken ongoing files, blocked the software and approached clients for his own business. That was sufficient (expert appraisal firm case, 2013). In a 50/50 construction company, a shareholder had systematically withdrawn funds through companies affiliated with her son, non-arm's-length rental and procurement arrangements, cash sales 'under the counter'. The OK weighed the complaints on both sides and concluded that the covert withdrawals carried more weight (construction-company withdrawals case, 2025).
That pattern, the OK weighs the complaints on both sides and makes a choice in the company's interest, recurs in several expulsion cases. In a flower-bulb business, both brother-shareholders were at fault towards each other. One had withdrawn funds and jeopardised the relationship with the bank. The OK chose the brother who was able to continue the business and offered prospects for succession (flower-bulb business case, 2021).
The reverse also applies: the OK rejects expulsion where the applicant's own conduct caused the conflict. In a 50/50 BV where both shareholders levelled reciprocal complaints, the OK held that the applicant itself had a substantial share in the escalation. That was reason to reject the expulsion, despite serious complaints on the other side (rejected expulsion case, 2025). The lesson is clear: a party that escalates matters itself cannot successfully seek expulsion.
The most important substantive change as of 1 January 2025 concerns the kind of conduct that counts. Under the former law only conduct in the capacity of shareholder could support an expulsion, so complaints about poor performance as a director fell outside the scope and the deadlock first had to spread to the general meeting. Section 2:336a(1) DCC drops that requirement: conduct whether or not in the capacity of shareholder counts, for instance as a director or as a private individual. The threshold itself remains high. The conduct must have harmed the interest of the company to such an extent that continuation of the shareholding cannot reasonably be tolerated, and a balancing of interests then follows. According to the legislative history, past conduct at another company is in itself insufficient (Parliamentary Papers II 2023/24, 36 469, no. 6, p. 2).
Procedurally, since that date the case is commenced by petition rather than by writ of summons, and directly before the OK rather than before the district court.
As of 1 January 2025, the statutory dispute resolution has been modernised. How that reform came about, and which proposals fell away along the way, is set out in the legislative history of the statutory dispute resolution. Reciprocal expulsion petitions are now expressly possible under Section 2:336a DCC. The first applications are already visible: the 2025 construction-company case is one of the first decisions under the new law. Also new is the power of the OK to sever the case where the petition and the related claims are not suitable for joint treatment in a single instance on the facts (Section 2:336a(7) DCC). This is a procedural power: the related claims are severed and follow their own course, while the expulsion or withdrawal continues before the OK. In a case from September 2025, the OK severed the related claims because joint treatment would have delayed the withdrawal procedure disproportionately (severance case, September 2025).
When may a shareholder leave?
In a withdrawal, the shareholder itself claims that the other party take over its shares. The standard is that continuation of the shareholding can no longer reasonably be required.
Since 1 January 2025 withdrawal is also open to holders of depositary receipts. Section 2:343(6) DCC equates depositary receipts with shares and their holders with shareholders. By a memorandum of amendment that group was widened from holders of receipts issued with the company's cooperation or carrying meeting rights to all holders of depositary receipts (Parliamentary Papers II 2023/24, 36 469, no. 7, p. 2). Expulsion has deliberately been kept closed to them, because an award would give them shares and with that voting rights. In February 2026 the OK granted a withdrawal petition brought by two holders of depositary receipts and appointed an expert to value the receipts (a withdrawal by depositary receipt holders, 2026).
The OK does not set the bar low. Merely disturbed relationships and deficient information-sharing are, in themselves, insufficient grounds (a shareholder dispute (2020)). There must be concrete culpable conduct that undermines the position of the withdrawing shareholder. In a medical-devices business, a shareholder alleged that her co-shareholder had diverted a corporate opportunity. The OK rejected the withdrawal because the complaints were insufficiently substantiated in concrete terms (the medical-devices dispute (2019)).
Withdrawal does succeed where a structural deadlock is combined with concrete prejudicial conduct. Consider a refusal to cooperate in collecting the company's principal asset, systematic exclusion from decision-making, or active frustration of the business operations. The OK looks at the overall picture and decides whether it is reasonable to keep the shareholder bound any longer.
As a matter of procedure, the route has changed fundamentally as of 1 January 2025. The statutory dispute resolution is heard in a single instance on the facts before the OK, so no appeal lies against its decision and only cassation before the Supreme Court is available. The wording in Section 2:339(1) DCC providing that an appeal could only be brought together with the appeal against the determination of the price was deleted by the same reform.
That rule does continue to apply to cases begun under the former law. Under the transitional provision, the former law governs where the writ of summons was validly served before 1 January 2025. In those cases no interim appeal lies against the award of a withdrawal or expulsion and the price determination must be awaited (the procedural judgment (2020)), while the case law on breaking through appeal bars offers no way to circumvent it (the breakthrough judgment (2015)).
A particular point is the relationship with arrangements in the articles of association and shareholders' agreements. Under Section 2:337(1) DCC, a bespoke arrangement may exclude the statutory dispute resolution, but only where that arrangement does not make the transfer of shares impossible or exceedingly onerous. In a recent case, the OK held that the administration conditions of a trust office foundation (STAK) did not meet that requirement, a clear obligation to take over the shares was missing, and the OK retained jurisdiction. In the same case, an indirect shareholder was regarded as materially entitled to bring the petition, and market value was taken as the starting point for determining the price (the STAK case (2026)).
The same applies to shareholders' agreements. In a family business making bridges and playground equipment, the shareholders' agreement contained an obligation to offer the shares, with its own price formula based on earnings value. The OK held that this contractual arrangement prevails over the statutory dispute resolution. But the contractual price formula is not beyond review: where it leads to a manifestly unreasonable price, the OK may correct it on the basis of the derogating effect of reasonableness and fairness (the bridges-and-playground-equipment judgment (2020)). In July 2026 the OK went a step further and disregarded a price mechanism in its entirety under Section 2:340(3) DCC: a cap of two million euro, tied to an employee buy-out, held the price of an 18 per cent stake at roughly 593,817 euro against roughly 1,350,000 euro without the cap, and because cap and formula had been agreed as one package the formula fell away as well (the X-Center ruling (2026)), discussed in the analysis of that ruling). For related claims, where, alongside withdrawal, damages or rescission are also claimed, the OK applies its own normative framework that departs from the ordinary civil procedure (the related-claims judgment (2023)).
The price of leaving
The determination of the price is the battleground of the statutory dispute resolution. The award of an expulsion or withdrawal can be decided relatively quickly. The price is litigated for years.
The OK does not prescribe a fixed valuation methodology. In virtually all cases an expert is appointed to report on the value. DCF, net asset value and liquidation value are the customary methods, and the OK leaves the choice, in principle, to the expert. For property companies and businesses with substantial real estate, the OK expressly asks that, alongside DCF, the liquidation value also be determined (a real-estate dispute (2025), a real-property case (2023)). The costs of the expert investigation are considerable: advances of €15,000 to €55,000 are usual, and in long-running cases the total can rise to almost €90,000 (a long-running dispute (2022)).
The OK sets strict requirements for the expert's report. In the flower-bulb case, the first report was set aside: the expert had not seriously addressed the parties' objections and had relied on valuations by a party with business ties to one of the shareholders. The OK also held that transfer of shares at a price of nil 'seems difficult to reconcile' with a business that has a substantial net asset value (the flower-bulb case (2021)).
For the equitable increase or reduction (Section 2:343(4) DCC), the OK applies a counterfactual test. The question is not only what was withdrawn, but whether the shareholder would have been better off in a scenario without the withdrawals. If the company would have ceased in any event, for example, through the loss of a principal client, that limits the increase (a case on the counterfactual test (2022)).
In the i3 case, the OK went a step further. The value of the shares was nil, the IT company had been hollowed out following established mismanagement. The price therefore consisted entirely of the equitable increase. The OK fixed it by estimation at one-third of an earlier valuation, because part of the fall in value was attributable to external circumstances: the loss of a principal client and disappointing market conditions (the i3 case (2025)).
A particular question is the relationship between a contractual price formula and the statutory equitable increase. In a buy-and-build case in the installation sector, the shareholders' agreement was based on 3.2 times EBITDA. The OK took that formula as its starting point but held that it could not simply be applied 'as if nothing had happened': the majority shareholder had systematically prejudiced the minority, including through unilateral termination of the management agreement. An equitable increase was therefore appropriate. In the same case, the OK also annulled the departing shareholder's non-compete clause on the ground of mistake (an installation-sector case (2025)).
Where claims are still pending at the time of the price determination, the OK applies a two-part price mechanism: a fixed part paid immediately and a deferred part contingent on the outcome of the pending proceedings. This prevents the price determination from being held up indefinitely by ancillary disputes (a case on pending claims (2021), a price-determination dispute (2022)).
The valuation date is, in principle, the moment as close as possible to the actual transfer. For a withdrawal, the OK generally applies the date of the interim judgment in which the claim is found to be allowable (a valuation-date case (2015)). That sounds simple, but where years pass between the award and the price determination, and in the statutory dispute resolution that is the rule rather than the exception, the value of the business changes considerably in the meantime. That makes the choice of valuation date itself a source of dispute.
Statutory dispute resolution and inquiry: two routes, one court
The statutory dispute resolution does not stand alone. In many shareholder conflicts, inquiry proceedings run in parallel or have just been concluded. That raises the question of which court has jurisdiction over related claims.
The OK draws that jurisdiction to itself. For claims so closely connected with the statutory dispute resolution that joint treatment is required, the OK considers itself exclusively competent, even for claims that would normally belong before the district court (Boskalis case).
Since the 2025 legislative amendment, Section 2:343c DCC offers a new route: joint price determination. Parties who agree on who is to leave but not on the price can jointly ask the OK to appoint an expert. In practice this often arises at the hearing, when an inquiry petition or withdrawal petition is converted into a joint price-determination petition (a price-determination petition). That route is considerably faster and cheaper than a full statutory dispute resolution procedure, and the first applications show that the OK actively facilitates this pragmatic solution. In a taxi-group case, the OK opted for a creative variant: the expert had to produce two valuations, one based on the existing structure and one assuming that the activities transferred to an affiliated entity had always remained with the company. In this way the OK addressed the complaint of corporate opportunity without having to decide that point of dispute itself (taxi-group case).
Review by the Supreme Court: statutory dispute resolution cases
The Supreme Court has reviewed two statutory dispute resolution cases from the OK on cassation. Neither led to substantive cassation: one dismissal and one disposition under Section 81 RO (Judiciary Organisation Act). The limited cassation case law reflects the fact that the statutory dispute resolution was only assigned to the OK as of 1 January 2025 (the Wagevoe Act).
What does this mean for shareholders in conflict?
The statutory dispute resolution works, but is slow and costly. Several cases in this corpus run for five years or longer, with expert costs in the tens of thousands of euros. The 2025 modernisation offers new possibilities, reciprocal expulsion, demerger, joint price determination, but changes nothing about the core: the OK scrutinises the supporting evidence strictly, weighs the company's interest and is not swayed by the loudest party.
A party seeking expulsion or withdrawal must demonstrate concretely and with documentary support what went wrong. A party mounting a defence would do well to appreciate that, in the face of reciprocal complaints, the OK makes a choice, and that covert conduct or obstruction almost always carries more weight than an open conflict.
A full table of references contains all 39 statutory dispute resolution cases, ordered by legal question, with a Leading/Confirming classification.