Introduction
This overview accompanies the main article on the squeeze-out right and contains all 125 analysed squeeze-out cases (87 under Sections 2:92a/201a DCC and 38 under Section 2:359c DCC), organised by legal question.
The 95% threshold and admissibility
Formal requirements for the notary/registered accountant (RA) statement
Venidero (CPA statement insufficient) (2016), The Enterprise Chamber cannot establish the 95% threshold without an adequate notary/RA statement setting out the method and the reference date. Hoogeweide/EPA (2014), Holders of depositary receipts ≠ shareholders within the meaning of Section 2:201a DCC; all shareholders must be summoned. Laco (2012), On conversion from an NV into a BV the claimant must summon "the other shareholders jointly". BDC Holding (2011), Inconsistencies in the issued capital and an incomplete writ of summons (32 of 80 shareholders not summoned) lead to inadmissibility.
Glasius/Minpex (interim judgment) (2021), Inconsistency between the notary's statement and the shareholders' register.
The 90% presumption and calculation of the acceptance rate (Section 2:359c DCC)
Danone/Numico (2008), FIRST application of Section 2:359c DCC; the company need no longer be listed; the 95% threshold need not have been reached by the offer itself; only acceptance of the offer counts towards the 90% presumption. Royal Reesink (2017), Directors and supervisory board members left out of the calculation of the 90% criterion. Tennessee/Kon. Ten Cate (2016), Reservations in the notary's statement ("assuming that the information provided is correct") do not suffice.
Smit Internationale/Boskalis (2010), Denominator calculation; scope of the offer as at the moment it was made.
Grounds for refusal (Section 2:92a(4) DCC)
Waiver of right
Brokking's/Fuikebrug (2023), An undertaking of "shareholder for life" does not constitute a waiver of the squeeze-out right vested in the majority shareholder. Shell/Cicerone (2024), An undertaking given in an arbitration context does not qualify as an unconditional waiver of right.
Serious material damage and abuse of right
Sirowa (interim judgment) (2016), Abuse of right rejected; the squeeze-out right is a statutory right that does not lapse through the claimant's conduct. Prejudicial acts by the majority shareholder taken into account in determining the price ("as if" correction). PP Groep (2020), Serious material damage rejected; priority shares converted in an earlier inquiry, so no special control right remains.
Foreign concurrence (Brussels Regulation)
Sirowa (Brussels Regulation) (2014), The relationship between a squeeze-out and a foreign contractual transfer claim under the Brussels Regulation.
Determination of the price
Reference date
Unit4 (2015), KEY JUDGMENT: reference date = the settlement date under the offer, provided the offeror then holds 95%. Flora/NIBC (2022), COVID price reduction; presumption of a fair price upheld; confirmed on cassation (HR:2023:1824). DSM-Firmenich/DSM (2024), Even for an exchange offer the settlement date is the reference date; dividend distributions deducted gross. Casino/Cnova (2025), Divergent reference date derived from a hypothetical French mandatory bid.
Teleplan/AMS (interim judgment) (2016), Pre-Unit4: reference date = the interim judgment on whether the claim can be granted.
The offer price as benchmark and the 90% presumption
Vodafone Libertel (interim judgment) (2004), The offer price is not automatically fair; an independent assessment is required. Victor Rijssen/Volker Wessels Stevin (2006), The offer price is no longer usable due to the lapse of time (offer 2003, proceedings 2006). Danone/Numico (2008), Independent determination of the price where the 90% presumption is not met. Flora/NIBC (2022), A widely accepted offer price is fair, even under changed market conditions after the offer.
Ziggo/Liberty Global (2015), Exchange shares valued in cash on the basis of the NASDAQ price.
DCF valuation
Vodafone Libertel (final judgment) (2006), Peer group DCF; KPN excluded on account of a divergent profile. Volker Wessels Stevin (final judgment) (2007), Hidden reserves and land positions in the DCF.
ABN AMRO/RFS Holdings (2008), Largest squeeze-out in the Netherlands; the RBS share component valued at the price on the settlement date.
NNNAV valuation (real estate)
Unibail/Rodamco (2011), NNNAV valuation of a real estate fund with three experts.
Unibail/Rodamco (interim judgment) (2011).
APV method and other valuations
Teleplan (final judgment) (2017), APV method with a bank case; objections of both parties rejected. Maxmart/Jabeli (2020), APV method, Jumbo franchise.
DIM Vastgoed (settlement) (2015), Settlement price as the squeeze-out price.
Special pricing issues
Sirowa (interim judgment) (2016), Valuation as if the asset stripping had not taken place ("as if" correction). PP Groep (2020), Price determination with statutorily limited share rights (dividend/liquidation cap). Cooltra/Felyx (2025), Even at near-zero value an independent valuation is required (Article 1 of Protocol No. 1 to the ECHR). Digital Turbine/Fyber (final judgment) (2022), Fair price under German law (WpUG). Venidero (2016), Valuation method for tax-loss carryforwards.
former spouses' holding company (2024), Silver/Batenburg (2019), Gucci Group (2012), IFCO Systems (2012).
Expert investigation
The right to be heard
Teleplan/AMS (expert report set aside) (2015), Expert report set aside in full; the claimant had, outside the agreed arrangements, withdrawn outdated financials and supplied new ones without giving the defendant access. DIM Vastgoed (confidentiality) (2014), Article 6 ECHR requires that defendants receive the same information as the experts; equality of arms. Teleplan (interlocutory judgment) (2015), Validity of the parties' agreements on the conduct of the expert investigation; the relationship between the right to be heard and confidentiality.
DIM Vastgoed (right to be heard) (2014).
Appointment and scope of the expert investigation
Qmulus/Capita (2014), Defendant who appeared and referred to the court's judgment (referte): no assessment of the price of the court's own motion required. Brokking's/Fuikebrug (Section 843a DCCP) (2022), The defendant's claim under Section 843a DCCP dismissed as a fishing expedition. Tennessee/Ten Cate (2016), Reservations in the notary's statement do not suffice.
Duty of disclosure of the squeeze-out claimant
Fortuna Entertainment (2020), Duty of disclosure of the squeeze-out claimant (Section 21 DCCP); a profit increase of 924% ought to have been disclosed.
Oranjewoud/VolkerWessels (2021), Fairness letter insufficiently transparent about the valuation method. SnowWorld (2024), A valuation report based solely on public information, without management input, held insufficient.
Judicial deposit (consignatie)
Shell/Cicerone (2024), Judicial deposit without a reasonable period on account of EU sanctions legislation. Fortuna Entertainment (2020), A judicial deposit made to foreign shareholders without a reasonable period does not cause the objection period to start running.
Tenova/Bateman (2014), Canon/Oce (2013), VIBA (2015).
Post-offer squeeze-out (Section 2:359c DCC)
Routine grants under the 90% presumption
AI Garden/Mediq (2013), Exact Holding (2015), 1908/HES Beheer (2015), ICT Group (2021), EssilorLuxottica/GrandVision (2022), Neways (2022), Boskalis/HAL (2023), Intertrust (2023), Accell Group/KKR (2023), Sopra Steria/Ordina (2024), Beter Bed (2024), Brill (2024), RoodMicrotec (2024), Mecom/Wegener (2014), Digital Turbine/Fyber (interim judgment) (2022).
Concurrence of squeeze-out and inquiry proceedings
XBC/Xeikon (2017), Squeeze-out stayed pending a petition for a finding of mismanagement.
PP Groep (2020), Versatel (2005), Versatel II (2006), Versatel III (2007), KLM (2014), Proxy (2015), Corporate Express (2017), Monitor Management (2017), Interlogic (2018), Xeikon II (2018), Xeikon III (2018), L'Etoile Properties (2019), BACS Investing (2019), Sirowa (2019), Clifden (2019), HLO Energie (2020), Breeze Amsterdam (2021), Acrobat Management (2021), Vanestate (2022), Oranjewoud/Strukton (2023), Facemed (2023), Ankates (2023), Windward Holding (2024), BBB/DIG (2025), Oranjewoud/Strukton II (2025), Sirowa (2022), Cooltra/Felyx (2025), Cooltra/Felyx II (2025), Shell/Todwick (2025).
Concurrence of squeeze-out and mandatory bid
Casino/Cnova (exemption) (2024), Exemption from the mandatory bid subject to the condition of a squeeze-out claim. Casino/Cnova (squeeze-out) (2025), Divergent reference date derived from a hypothetical French mandatory bid.
Cross-border squeeze-out
Thales/Gemalto (2019), International jurisdiction of the Enterprise Chamber over a squeeze-out on the basis of Article 24 of the Brussels I bis Regulation; also where defendants are foreign. Digital Turbine/Fyber (2022), Fair price under German law (WpUG) with a listing in Frankfurt.
Casino/Cnova (2025), French mandatory-bid law as context for the reference date.
Routine grants (Sections 2:92a/201a DCC)
Oce (2012), ING Belgie (2012), Glanerbrook (2013), Octoplus (2013), OEP Technologie (2013), Teleplan (interim judgment) (2013), Bateman Engineering (2014), TMC Group (2014), Teleplan II (2014), VIBA (2015), VIBA II (2015), Van Herk-KNG (2015), Hoogeweide Vastgoed (2015), Global City Holdings (2016), Sirowa (inadmissible) (2016), DeepOcean (2018), Geneba Properties (2018), Geneba Properties II (2018), Interlogic (2019), GPRE (2019), Batenburg Techniek (2019), Glasius (2021), Oranjewoud (2022), Oranjewoud II (2023).
Procedural
VIBA (rectification judgment) (2015), Teleplan III (2015), Sirowa III (2016), Teleplan IV (2016), Interlogic II (2018), Fortuna Entertainment (objection) (2018), Sirowa IV (2019), Glasius II (2021), Sirowa V (2022), SnowWorld (procedural) (2024).