Resolving shareholder disputes: the statutory dispute resolution scheme
June 10, 2026
Cooperation between shareholders is ideally based on mutual trust and a shared interest. However, differences of opinion, conflicts of interest, or clashing personalities may make further cooperation impossible. The statutory dispute resolution scheme can then offer a solution. Through this scheme, a definitive transfer of (voting rights attached to) shares or depositary receipts in non-listed companies can be achieved.
In ten contributions, Maarten Mussche and Dieuwertje de Leeuw discuss the key elements and characteristics of the dispute resolution scheme:
- Expulsion of a co-shareholder (Section 2:336a DCC)
- Exit as a shareholder (Section 2:343 DCC)
- Compulsory transfer of voting rights (Section 2:342 DCC)
- Court determination of the price of shares (Section 2:343c DCC)
- Assessment of mutual or parallel requests
- Expert reports and price determination
- Related claims
- The parties’ own (contractual) dispute resolution arrangements
- Procedural characteristics of the statutory dispute resolution scheme
- Enforcement of the decision
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