The Buy-out and Dispute Resolution scheme as an option for divorcing shareholders?

In the current recession, with increasing bankruptcies across Europe, conflicts of interest within companies regarding strategy and sustainable long-term value creation will increase.

The Dutch Buy-out and Dispute Resolution schemes are interesting legal facilities to forcefully separate the paths of shareholders. Case law from 2022 again show that the Buy-out scheme is generally sound and efficient. Proceedings under the Dispute Resolution scheme are more cumbersome but can provide relief when used cleverly strategically. The Dispute Resolution scheme is finally being made more efficient with the Bill ‘Adapting dispute resolution and clarifying admissibility requirements for inquiry proceedings’ (the Wagevoe). On 28 June 2023, the Council of State (Raad van State) advised on the Wagevoe.

Read more about possibilities and impossibilities of these schemes in the Chronicle on the Buy-out and Dispute Resolution scheme by Bart-Adriaan de Ruijter and Dominique Glazener, which was published last month in the guide 'Geschriften vanwege de Vereniging Corporate Litigation 2022-2023'. 

This chronicle provides an in-depth overview of case law and developments in the field of the Buy-out and Dispute Resolution scheme. 

A must-read for anyone wishing to further investigate or use the current (im)possibilities of one of these legal schemes.

Topics covered include:

• The framework and focal points formulated by case law regarding the Buy-out scheme.
• The bottlenecks and possibilities regarding the Dispute Resolution scheme including expulsion in interlocutory proceedings.
• Trend of widening of the grounds of expulsion.
• Future and alternative possibilities of dispute resolution through the Dispute Resolution scheme.

Should there be any questions and/or remarks, please do not hesitate to contact our experts Bart-Adriaan de Ruijter and Dominique Glazener.

In addition to this chapter, the 'Geschriften vanwege de Vereniging Corporate Litigation 2022-2023' contains valuable topical contributions by peers on topics such as inquiry proceedings before the Enterprise Chamber, directors' liability and hot topic of ESG litigation, including an interesting contribution on directors' duty of care in light of the CSDD by CMS office colleague Akin Aslan.

This volume can be ordered from Wolters Kluwer.