The dispute resolution under Wagevoe: exit and expulsion in practice

When shareholders are structurally in conflict with each other, this can threaten the continuity of the company. The BV dispute resolution then offers a way out. Under the Wagevoe, this regulation has become more flexible and effective.

Exit of a shareholder

A shareholder can exit when he is seriously harmed in his interests by the conduct of fellow shareholders. The court assesses whether continuation of the shareholding is still reasonable and determines the value of the shares.

For exit, it must be demonstrated that:

• ✓ there is serious damage to interests;
• ✓ continuation of the shareholding is no longer reasonable;
• ✓ no less drastic solution is available.

Expulsion of a shareholder

In case of expulsion, the other shareholders demand that a shareholder transfers his shares because his behavior harms the interests of the company. This can occur, for example, in cases of obstruction of decision-making or competing activities.

Examples of conduct that can justify expulsion:

• ✓ systematic blocking of important decisions;
• ✓ setting up competing activities;
• ✓ abusing the shareholder position;
• ✓ structural refusal to cooperate with policy.

Role of the court

Under the Wagevoe, the court can take additional measures to protect the company during the procedure. These can be both temporary and permanent measures, such as appointing a temporary director or suspending voting rights.

The court also determines the value of the shares and the manner in which they must be transferred.