Updated - Dispute Resolution and Inquiry Procedure Amendment Act

Below are some of the main points of the new law.

Dispute resolution

This law aims to improve the effectiveness of the dispute resolution by:

1. Adjusting the scope (all NVs and BVs, unless listed);
2. Adjusting some procedural aspects (petition procedure, in one factual instance: the Enterprise Chamber (OK));
3. Expanding the grounds for granting a request for expulsion (such damage to the interests of the company due to the conduct of a shareholder, regardless of the capacity); and
4. Opening the request for withdrawal to (all) certificate holders.

The Minister for Legal Protection expects that these changes to the dispute resolution will lead to a decrease in the number of survey requests in favor of the number of requests for application of the new, expeditious, dispute resolution in one factual instance at the OK.

It is further noted that if both an inquiry and a withdrawal or expulsion are desired, a combined inquiry request and expulsion or expulsion request can be submitted to the OK under the new law. In this way, all points of dispute, all relevant parties and all instruments necessary for a fair outcome can be brought together in a combined petition, according to the minister.

Inquiry procedure

The law also provides clarification on access to the inquiry procedure for capital providers of listed companies.

Capital providers (shareholders and certificate holders) of listed companies representing at least 1% of the issued capital of a company or representing at least a market value of EUR20 million can request an inquiry under the new law.

Entry into force and transitional law

The law will enter into force on January 1, 2025.

Current law will continue to apply to claims and requests submitted before the date of entry into force of the law. The idea behind this is that legal certainty is not served if the provisions applicable to the dispute settlement procedure and the inquiry procedure change during the procedure.

Click here for the parliamentary documents on the Wagevoe.