What key practical lessons can you, as an SME director or shareholder, learn from case law in 2026? Six legal points of attention
July 2026
Case law and legislation in the field of corporate law have been shaken up on a number of points this year. Some rulings confirm existing rules, others tighten them considerably. In this alert we set out the six most practically relevant developments for you as an SME entrepreneur – with concrete action points.
1. Conflict of interest: sooner than you think
What has changed?
In the Getir ruling (10 April 2026), the Dutch Supreme Court confirmed a broad standard: a director has a conflict of interest as soon as there is reasonable doubt as to whether he is putting the company’s interest fully first. It is explicitly no longer up to the director himself to judge whether he is conflicted – his fellow directors decide on that.
Why is this relevant for SMEs?
In family businesses and DGA (director-major shareholder) structures, directors often wear several hats: shareholder, landlord of the premises, director of a sister company, or partner in the deal. Think of a decision on the rent for business premises that happens to be owned by that same DGA, or a management fee to a holding company. In all these situations, doubt about independence can be enough to establish a conflict of interest. The director must then stay completely out of the meeting – including its preparation. A resolution in which a conflicted director took part can be challenged.
Action points
Map out at which decision-making moments you may be conflicted. Record explicitly in the minutes why a director is or is not considered conflicted. Make sure your articles of association provide for an escalation mechanism (shareholders’ meeting or, if present, supervisory board) in case all directors are conflicted at the same time.
2. Fellow directors: you are responsible too
What has changed?
In the Centric ruling (11 December 2025), the Enterprise Chamber held that mismanagement can be attributed not only to the dominant director or shareholder, but also to fellow directors who failed to intervene sufficiently. Every board member has an internal supervisory responsibility: directors must hold each other accountable for underperformance.
Why is this relevant for SMEs?
In companies with one dominant founder or majority shareholder who is also a director, fellow directors sometimes see themselves as an executive extension. This ruling makes clear: staying silent is not a safe option. Anyone who is aware of wrongdoing and does not intervene risks being held personally liable.
Action points
Always document signs of underperformance in writing. Address your fellow director – preferably by email or in the minutes, so there is a record. If concerns persist, consider having a formal objection recorded in the board minutes. If intervening is not possible, stepping down from the board may be necessary to avoid personal liability.
3. Mistakes made? Correct them quickly and fully
What has changed?
The Dutch Supreme Court confirmed in the ICTS ruling (13 March 2026) that an inquiry proceeding does not have to result in a finding of mismanagement if the company has actively corrected its mistakes. The purposes of the right of inquiry – clarifying the facts and restoring healthy relations – have then already been achieved. In that case, a minority shareholder no longer has a legally protected interest in a formal finding of mismanagement.
Why is this relevant for SMEs?
A finding of mismanagement can cause reputational damage and jeopardise the continuity of the company – especially with customers or banks who rely on trustworthiness. If there have been formal defects in decision-making (think of a share issue without a proper resolution, or a transaction in breach of the conflict-of-interest rules), it pays to reverse those mistakes as quickly and fully as possible and to improve governance.
Action points
At the first signs of a conflict or a request for an inquiry, immediately assess which resolutions or transactions are open to challenge. Reverse them or compensate for the adverse consequences where possible. Draw up a recovery plan and document its implementation. Also carry out governance improvements – appoint a supervisory director, introduce regulations, amend the articles of association.
4. Shareholder conflict? The Enterprise Chamber is ready
What has changed?
Since 1 January 2025, the Enterprise Chamber in Amsterdam has exclusive jurisdiction to rule on the forced buy-out or squeeze-out of shareholders under the dispute settlement scheme. The route via the district court with appeal has been abolished. There is now only one instance, and the outcome is final.
Why is this relevant for SMEs?
In joint ventures and cooperation BVs, things sooner or later go wrong if there is no proper exit arrangement. The threshold for going to the Enterprise Chamber is now lower. In practice, it also turns out that the threat of proceedings before the Enterprise Chamber is a powerful means of pressure: many cases are still settled at or just before the hearing. However, whoever is drawn into the proceedings gets no second chance.
Action points
When entering into a cooperation, always include a clear exit arrangement in the shareholders’ agreement, including a valuation mechanism. Is there already a conflict? Then consider whether an amicable settlement is achievable before proceedings are started – the Enterprise Chamber itself also pushes for this. Never combine a dispute settlement request lightly with a request for an inquiry: the combination escalates quickly and is costly.
5. Sustainability obligations: SMEs largely spared
What has changed?
The European CSRD (sustainability reporting) and CSDDD (supply chain due diligence) have been significantly scaled back through the EU omnibus package (Directive 2026/470, 24 February 2026). The CSRD now only applies to companies with an average of more than 1,000 employees and more than €450 million in revenue. For the CSDDD, the thresholds are 5,000 employees and €1.5 billion in revenue. CSRD reporting starts at the earliest for financial year 2027, and the CSDDD obligations take effect on 26 July 2029.
Why is this relevant for SMEs?
The vast majority of SMEs fall outside these thresholds. Direct statutory reporting obligations are therefore off the table for most SMEs. Do note: large customers or clients who do fall under the threshold may ask you, as a supplier, to sign emissions data or a code of conduct. That is not a legal requirement, but a contractual obligation – and refusal can have commercial consequences.
Action points
Check whether your large customers approach you with sustainability questionnaires or supply-chain obligations. Assess, per request, what the contractual basis is. Consider – even apart from legal obligations – formulating a baseline sustainability policy: this is increasingly becoming a commercial necessity.
6. Challenging resolutions: the clock is ticking
What has changed?
On 20 June 2025, the Dutch Supreme Court confirmed that procedural meeting defects – such as a shareholders’ meeting starting too early – do not render the resolution void, but only voidable. The difference is crucial: a voidable resolution becomes unassailable if you do not take action within one year of becoming aware of it.
Why is this relevant for SMEs?
In smaller companies, meetings sometimes run informally: notice periods are not observed precisely, the meeting starts earlier than planned, or a signature is missing. If you disagree with a resolution adopted at such a meeting, you must act quickly. After a year you can no longer challenge it – however clear the defect was.
Action points
Keep track of notice periods and quorum requirements precisely, even in informal structures. Record meetings in writing in minutes, even for a small BV. Do you doubt the validity of a resolution? Seek legal advice immediately – do not wait.
If you have any questions arising from this alert, please contact The Legal Company via info@thelegalcompany.nl or 020-345 0152.
Blog by our corporate law expert Hella Vercammen LL.M.
