Deadlock in your joint venture? How the Enterprise Chamber intervenes

Imagine: you and a partner have started a 50/50 joint venture. The plans were ambitious and trust was high. However, over time, the relationship turns sour. Fundamental disagreements arise regarding the company's strategy. Because you have exactly equal voting rights, you end up in a classic deadlock: no decision can be made. Daily operations stagnate and the company's value is at risk. What now?

What is a deadlock and why is 50/50 risky?

A deadlock occurs when two shareholders with equal voting rights stand in direct opposition. In a 50/50 structure, a majority is by definition impossible. Without a robust impasse resolution in your shareholders' agreement (SHA)—such as a 'buy-sell' or 'Texas shootout' clause—you are at the mercy of the other party's goodwill. In a fundamental conflict, this can completely paralyze the company.

What can the Enterprise Chamber do?

If you cannot reach an agreement, the Enterprise Chamber (Ondernemingskamer) offers a way out through the inquiry procedure (art. 2:344 of the Dutch Civil Code). When there are reasonable grounds to doubt the proper management of the company, the Enterprise Chamber can intervene. This goes beyond just an investigation; the Chamber can order immediate relief to break the impasse, such as appointing a temporary administrator with a casting vote.

The Emberock case: international complexity

In the decision of March 19, 2026 (ECLI:NL:GHAMS:2026:768), we saw how things can go wrong. The case involved the Dutch holding company Emberock, a joint venture between the Czech party Seven and the Chinese party HY. Through various intermediate entities, they held interests in the Australian energy company Genuity. Crucially, the SHA agreements only applied at the OzGen level and were not properly anchored in the articles of association of the underlying entities. HY ignored agreements on 'reserved matters', such as wage cost increases and refinancing. The result: a total deadlock in all governing bodies.

The verdict of the Enterprise Chamber

The Enterprise Chamber was clear: a holding company that exists to manage interests must exercise its voting rights. If decision-making is impossible due to a deadlock, the company is harmed. The Enterprise Chamber appointed an independent administrator with a casting vote and temporarily suspended the approval rights of the supervisory directors. This effectively broke the deadlock.

Lessons for you as an entrepreneur

1. Impasse resolution: Ensure a workable deadlock resolution is included in your SHA.
2. Governance integration: Ensure that agreements from your SHA (such as approval rights) are actually anchored in the articles of association of all relevant (subsidiary) entities.
3. Structural oversight: Even in complex international structures, a Dutch holding company can be the key to intervention by the Enterprise Chamber.

Concrete action plan

Check your SHA and articles of association today. Are your decision-making procedures robust enough for a conflict? If not, start a conversation with your partner now to record this before the atmosphere turns. Do you already have a conflict? Consult a specialized lawyer immediately to assess whether a procedure at the Enterprise Chamber is viable.

Case Reference

This blog post is based on ECLI:NL:GHAMS:2026:768.