From protection to leverage: veto right leads to the forced exit of a shareholder

Corporate Law, SMEs

14 October 2026

From protection to leverage: veto right leads to the forced exit of a shareholder

Stelt u zich eens voor: u werkt al jaren met dezelfde zelfstandige. Hij stuurt facturen, factureert btw en heeft een eigen kvk-nummer. Toch krijgt u in 2026 ineens vragen van de Belastingdienst over de aard van uw samenwerking. Hoe heeft het zo ver kunnen komen?

A successful events platform, a much-needed investment round of 1.5 million euros, and one shareholder who suddenly blocks everything. It sounds like a scenario you would rather not experience, but this is exactly what happened at a company active in the events sector. The Enterprise Chamber of the Amsterdam Court of Appeal had to step in and ordered the forced exit of a shareholder. For entrepreneurs who work with several shareholders, this case offers a valuable practical lesson.

How it began: a takeover for one euro

The dispute dates back to 2017. The founder of a popular events platform was in serious difficulty with his own company. A larger events company took over the assets of that loss-making company for a symbolic amount of one euro. As part of the deal, the founder was given the right to acquire a 15% stake in the acquiring company for 50,000 euros, and he joined the company as a software developer.

The shareholders’ agreement provided that important decisions, such as an amendment to the articles of association, the budget or the issue of shares, could only be taken with the consent of all shareholders: a unanimity requirement.

How the veto right sank the investment

In 2025, the company wanted to expand further in Western Europe. This required external financing. On 6 August 2025, an investment of 1.5 million euros was on the table. Because the investment was legally structured as an issue of new shares, the decision required unanimity.

Almost immediately after the Heads of Terms were shared, the minority shareholder demanded that the platform he had developed be transferred to him in full within a few weeks, in exchange for his shares. The other shareholders preferred to discuss this after the investment, so as not to jeopardise the deal. The minority shareholder then refused to sign the Heads of Terms. His veto right over the share issue thus became the means of forcing the platform to be split off. Without his signature, the investment round could not go ahead.

The situation escalated further. The minority shareholder terminated his employment contract, restricted the board’s access to the platform on his own authority and caused unrest among staff about an alleged reorganisation. The investors withdrew on 5 September 2025, after which the deal fell apart.

The annual accounts were also subject to the unanimity requirement. At the meetings at the end of 2025, the minority shareholder voted against, because he first wanted to inspect “every receipt, all invoices, in fact all cash flows” himself. That is not a reasonable demand for a shareholder who has to approve annual accounts.

The court’s ruling

The Enterprise Chamber saw a clear pattern. Whenever the minority shareholder disagreed with the chosen course, he blocked decision-making and frustrated the business operations in order to force the takeover of the platform. In doing so, he systematically put his personal interest above the interest of the company, resulting in the loss of an important investment and growth opportunity.

The court did not only look at his conduct as a shareholder. Since the Dutch Act on the Modernisation of Dispute Resolution (Wagevoe) took effect on 1 January 2025, Article 2:336a of the Dutch Civil Code also allows a forced exit on the basis of conduct “whether or not in the capacity of shareholder“. Conduct as a director, employee or in another role can therefore also be taken into account, as long as it contributes to the conclusion that the shareholding can no longer be tolerated. In this case, his actions as the administrator of access to the platform were among the factors taken into account. The greatest weight, however, was given to his conduct as a shareholder: veto blockades of the share issue and the annual accounts.

The court considered that the shareholder seemed to forget that he had sold his platform in 2017 and had stepped down as a director in 2023. He had to accept his more limited position as a shareholder and employee. Because the shareholding harmed the interests of the company to such an extent that its continuation was no longer reasonable, he was ordered to transfer his shares on the basis of Article 2:336a of the Dutch Civil Code.

The lesson for SME entrepreneurs

This case shows that a veto right that is, in itself, intended to protect a minority shareholder can turn into an instrument with which one party can hold an entire company hostage. This is especially true when that veto right also applies to essential growth decisions, such as a share issue for new financing. Anyone working with several shareholders would do well to look carefully in advance at exactly which decisions are subject to a unanimity requirement, and to consider whether a different voting ratio or a dispute resolution arrangement would be preferable for crucial, time-sensitive decisions such as an investment round.

The case also shows that a shareholder’s conduct is assessed more broadly than just his voting behaviour: acting in another role within the company, such as director, employee or administrator of business assets, can also be taken into account when assessing whether further cooperation is still sustainable. By identifying imbalanced relationships in good time and making clear, future-proof arrangements about control and exit, entrepreneurs can avoid costly and exhausting proceedings such as this one.

Are you unsure whether your own shareholders’ agreement is adequately equipped for scenarios like this, or is your company already stuck because of a deadlocked collaboration between shareholders? The Legal Company is happy to think along with you: from a critical review of existing shareholder arrangements to guidance in a threatening or ongoing shareholder dispute. Feel free to contact us at info@thelegalcompany.nl or 020-3450152.

Blog by corporate lawyer Niels Terlouw LL.M.

De afgelopen jaren stonden in het teken van de Wet VBAR, het wetsvoorstel dat een einde moest maken aan onduidelijkheid over de zzp’er. Het kabinet heeft delen van dat voorstel inmiddels geschrapt. Op het eerste gezicht is dat goed nieuws: minder regels, minder administratieve last. Maar in de praktijk blijven dezelfde toetsen overeind.

“De inhoud van de samenwerking is leidend, niet wat er op papier staat.”

De Belastingdienst handhaaft sinds 1 januari 2025 weer actief op schijnzelfstandigheid. En recente uitspraken van de Hoge Raad bevestigen dat rechters strikt toetsen of er sprake is van ondergeschiktheid en gezagsverhouding.

Voor uw praktijk betekent dit drie dingen. Een: leg de samenwerking duidelijk vast, met aandacht voor de inhoud. Twee: voorkom dat een zzp’er feitelijk werkt als werknemer. Drie: wees voorbereid op een controle, en weet hoe u de relatie kunt herzien als dat moet.

Heeft u vragen over uw concrete situatie? Wij sparren dagelijks met opdrachtgevers over hun zzp-relaties. Vraag een offerte op of bekijk onze Legal Safe abonnementen.