Shareholders’ Rights & Shareholder Activism 2026 Comparisons

Under Dutch law, the main types of companies are as follows.

• Corporate entities
1. Private limited liability company (besloten vennootschap, or BV): a BV is the most commonly used legal entity for small and medium-sized businesses. It has legal personality and its shareholders are generally not personally liable for the company’s debts beyond their capital contribution. The BV offers considerable flexibility in relation to governance, share-transfer restrictions and shareholder rights.
2. Public limited liability company (naamloze vennootschap, or NV): an NV is typically used by larger enterprises intending to list their shares on a stock exchange (although this is not required). It also has legal personality and provides limited liability to its shareholders.
• Partnerships
1. General Partnership (vennootschap onder firma, or VOF): a VOF is a partnership formed by two or more partners carrying on a business together. It does not provide limited liability. Each partner is jointly and severally liable for the obligations of the partnership.
2. Limited Partnership (commanditaire vennootschap, or CV): a CV consists of one or more managing partners and one or more limited (silent) partners. The managing partners are liable for the debts of the partnership, while the liability of the limited partners is generally restricted to their contribution, provided they do not participate in its management.
3. Professional Partnership (maatschap): a maatschap is commonly used by professionals such as lawyers, accountants and medical practitioners. The partners jointly contribute assets, labour or expertise and share the profits generated by the partnership.
• Other legal entities
1. Foundation (stichting): a stichting is a legal entity without members or shareholders. It is commonly used for charitable purposes, asset-holding structures and trust office foundations (STAK’s). Although a foundation may conduct commercial activities, its purpose may not be to distribute profits to founders or board members.
2. Association (vereniging): a vereniging is a legal entity with members and is typically used for non-profit, membership-based organisations, although it may carry on business activities incidental to its purpose.
3. Cooperative (coöperatie): a coöperatie is a legal entity formed to promote the economic interests of its members through agreement with those members.

The BV is the corporate form most used by foreign investors in the Netherlands.

The BV is attractive because it provides limited liability, offers considerable flexibility in terms of governance and share structures, and can be used both as an operating company and as a holding vehicle for domestic and international investments.

Under Dutch law, both BVs and NVs may issue different classes of shares.

The rights attached to shares are governed by provisions of Book 2 of the Dutch Civil Code (DCC) and the company’s articles of association. In addition, shareholders’ agreements may grant shareholders contractual rights and impose contractual obligations, provided that such arrangements do not conflict with mandatory provisions of Dutch corporate law.

The most common classes of shares are:

• Ordinary shares, which generally carry meeting rights (including the right to attend, speak and ask questions at the shareholders’ meetings), voting rights, dividend rights and rights to participate in the liquidation surplus.
• Preference shares, which grant preferential economic rights, such as a priority entitlement to dividends or liquidation proceeds.
• Priority shares, which confer specific governance rights, such as the right to nominate, appoint or dismiss directors or supervisory board members, or to approve certain major corporate decisions.
• Non-voting shares, which entitle their holders to economic rights but do not carry voting rights.
• Non-profit shares, which carry voting rights but no entitlement or only a limited entitlement, to profits or liquidation proceeds.

Unless otherwise provided in the articles of association, all shares carry equal rights and obligations in proportion to their nominal value (Sections 2:92(1) (NV) and 2:201(1) (BV) DCC).

Under Dutch law, shareholders’ rights may primarily be varied through the company’s articles of association. Both BVs and NVs may issue shares of different classes or with different designations, each class or designation carrying its own voting rights, dividend rights, liquidation rights and governance rights.

In addition, shareholders may enter into shareholders’ agreements providing for contractual rights and obligations among themselves, such as enhanced information rights, consent rights in respect of reserved matters, transfer restrictions and other governance arrangements. However, such agreements are contractual in nature, generally bind only the parties thereto, and cannot derogate from mandatory provisions of Dutch corporate law or the company’s articles of association.

In the case of a BV, Dutch law affords significant protection to existing shareholder rights. Various provisions of Book 2 DCC require the consent of the affected shareholder before certain rights attached to its shares may be restricted or removed. For example, dividend rights cannot be excluded or limited without the consent of the relevant shareholder (Section 2:216(8) DCC and voting rights cannot be removed from shares that carry voting rights without the consent of the affected shareholder (Section 2:228(5) DCC.

Since the introduction of the flexible regime for a BV (on 1 October 2012), a BV is no longer subject to a statutory minimum share capital requirement. As a result, a BV may be incorporated with a nominal share capital of only EUR0.01 – eg, by issuing a single share with a nominal value of EUR0.01. Furthermore, it is no longer mandatory for a BV’s articles of association to specify an authorised share capital.

Different rules apply to an NV. An NV is subject to a statutory minimum issued and paid-up share capital of EUR45,000, which must be contributed upon incorporation (Sections 2:67(2) and (3) DCC). In addition, the articles of association of an NV must specify its authorised share capital, and at least 20% of that authorised capital must be issued (Section 2:67(4) DCC). The minimum capital requirement is intended to ensure that an NV possesses a minimum level of financial resources upon incorporation, thereby providing a degree of protection to creditors.

A BV and an NV may each be incorporated and maintained with a single shareholder. There is no statutory minimum number of shareholders other than one. Dutch law does not require any shareholder of a BV or an NV to be resident in the Netherlands. Both Dutch and foreign individuals and legal entities may hold shares in a Dutch company.

Where a BV or an NV holds its own shares, at least one share must be held by another person or entity and not for the account of the company or one of its subsidiaries. In the case of a BV, this share must be a voting share (Sections 2:64(1) (NV) and 2:175(1) (BV) DCC).

Shareholders’ agreements and joint venture agreements are commonly used in Dutch private companies.

Shareholders’ agreements and joint venture agreements commonly regulate matters such as:

• governance;
• board appointment rights;
• reserved matters;
• funding arrangements;
• information rights;
• dividend policies;
• transfer restrictions;
• pre-emption, tag-along and drag-along rights;
• deadlock resolution mechanisms; and
• exit arrangements.

Such agreements are generally enforceable between the parties under Dutch law, subject to mandatory provisions of Dutch corporate law.

These agreements are not public and are not required to be filed with the Dutch Trade Register, unlike the company’s articles of association.        

The AGM

Both a BV and an NV are required to hold at least one general meeting of shareholders each year (Sections 2:108 (NV) and 2:217 (BV) DCC).

Notice of the AGM

Notice must be given to shareholders and other persons entitled to attend the meeting and must specify the items on the agenda (Sections 2:113-114 (NV) and 2:223-224 (BV) DCC).

As a general rule, resolutions may only be adopted on matters included in the notice, and the notice must be given at least eight days (BVs), 15 days (non-listed NVs), and 42 days (listed NVs) before the meeting.

These requirements may be dispensed with only if all persons entitled to attend the meeting consent and the managing and supervisory directors have been given the opportunity to render advice prior to the adoption of the resolutions (Sections 2:114-115 (NV) and 2:224-225 (BV) DCC).

Issues discussed and approved at an AGM

In practice, the annual general meeting (AGM) is convened to discuss and adopt the annual accounts and to discuss the company’s financial performance, governance and other matters that fall within the competence of the general meeting of shareholders.

Other general meetings (apart from the AGM)

Companies are not limited to holding an AGM. Both BVs and NVs may convene additional general meetings whenever shareholder approval is required or shareholders are to be informed on matters that fall within the competence of the general meeting. Common examples include amendment to the articles of association, share issuances, mergers, demergers, significant corporate transactions, appointments or dismissals of directors and supervisory directors, and other resolutions reserved to the general meeting. For further details, please see 2.6 Types of Resolutions and Thresholds and 2.7 Shareholder Approval.

The notice requirements and notice periods applicable to other general meetings are the same as those described in relation to the AGM.

Requisition of a General Meeting

The general rule is that only the management board and the supervisory board are authorised to convene a general meeting. However, this authority may also be granted to others, including shareholders, pursuant to the articles of association (Sections 2:109 (NV) and 2:219 (BV) DCC).

If the authority to convene a general meeting has not been granted to shareholders by the articles of association, one or more shareholders holding a minimum stake in the company may request that a general meeting be convened. For a BV, the threshold is 1% of the issued share capital (or a lower threshold provided for in the articles of association). For an NV, the threshold is 10% of the issued share capital, unless the articles of association prescribe a lower threshold. The request must be made in writing and specify the matters to be discussed (Sections 2:110 (NV) and 2:220 (BV) DCC). The boards may refuse the request if there is a compelling reason for the company to oppose the convening of the meeting (Sections 2:110 (NV) and 2:220 (BV) DCC).

If the management board and the supervisory board fail to take the necessary steps to ensure that the meeting is held within the statutory period of four weeks for a BV and six weeks for an NV (or eight weeks for a listed NV), the requesting shareholders may apply to the preliminary relief judge (voorzieningenrechter) for authorisation to convene the meeting themselves. In the case of a BV, the request may be refused if there is a compelling reason for the company to oppose the convening of the meeting. The articles of association may provide for lower shareholding thresholds and, in the case of a BV, shorter convening periods (Sections 2:110-111 (NV) and 2:220-221 (BV) DCC).

Notice of a General Meeting

Under Dutch law, all shareholders and other persons entitled to attend the general meeting must be given notice of the general meeting. See 2.1 Types of Meeting, Notice and Calling a Meeting for the applicable notice requirements and notice periods.

Information rights

Shareholders do not generally enjoy a free-standing right to obtain information from the company at any time. Their statutory information rights are primarily exercised in connection with the general meeting. In that context, the management board and, where applicable, the supervisory board must provide the general meeting with all information requested by the shareholders, unless a compelling interest of the company prevents disclosure (Sections 2:107(2) (NV) and 2:217(2) (BV) DCC.

In addition, shareholders are entitled to receive the information and corporate documents that must be made available in connection with the convening of a general meeting, including the agenda and, where relevant, explanatory materials and annual reporting documents.

Outside the context of a general meeting, information rights are limited. However, the principles of reasonableness and fairness governing Dutch corporate law may, depending on the circumstances, require a company to provide additional information to shareholders. For example, Dutch courts have recognised that a majority shareholder who is not involved in the management of the company may, in certain circumstances, be entitled to information that is necessary to exercise its shareholder rights properly, particularly where other shareholders obtain such information through their position as directors.

Inspection of the company registers

Both BVs and NVs are required to maintain a shareholders’ register recording, among other things, the names and addresses of registered shareholders, the number of shares held, and certain rights attached to those shares. Shareholders are entitled to inspect the register insofar as it relates to their own rights and holdings, and may obtain an extract thereof (Sections 2:85 (NV) and 2:194 (BV) DCC).

There is no general right for shareholders to inspect the entire shareholders’ register or other company registers. Access to such information is subject to the provisions of the DCC and, where applicable, the company’s articles of association.

For listed NVs, no shareholders’ register is maintained in the same manner as for private companies, as shares are generally held through intermediaries in the book-entry securities system.

Shareholders may participate in general meetings by electronic means if this is permitted by the company’s articles of association. Those participating electronically must be capable of being identified, follow the proceedings in real time and exercise their voting rights electronically where applicable (Sections 2:117a (NV) and 2:227a (BV) DCC). As a result, Dutch companies may hold hybrid and, subject to the statutory requirements and the articles of association, fully virtual shareholders’ meetings.

There is generally no statutory quorum requirement of a general meeting of either a BV or an NV. As a result, valid resolutions may, in principle, be adopted regardless of the portion of the issued share capital represented at the meeting, provided that the meeting has been properly convened and the applicable voting requirements are met.

However, specific quorum requirements may apply to particular resolutions under the DCC or the company’s articles of association. For example, in the case of an NV, a provision in the articles of association that renders another provision unamendable may itself only be amended by a unanimous resolution adopted at a meeting in which the entire issued share capital is represented (Section 2:122(3) DCC).

Different Types of Resolutions

Resolutions may broadly be divided into: (i) ordinary resolutions; and (ii) resolutions that are subject to enhanced majority and/or quorum requirements (extraordinary resolutions). Whether a particular matter requires an ordinary or extraordinary resolution is determined primarily by the DCC, the company’s articles of association and, where relevant, shareholders’ agreements.

Ordinary resolutions

Unless Dutch law or the articles of association provide otherwise, shareholder resolutions are generally adopted by an absolute majority of the votes cast (more than 50%). Examples include:

• the appointment or dismissal of directors, unless the company is subject to the full large-company regime (structuurregime) (Sections 2:132 (NV) and 2:242 (BV) DCC);
• the adoption of annual accounts (Section 2:101 (NV) and 2:210 (BV) DCC); and
• the appropriation of profits and declaration of dividend (Sections 2:105 (NV) and 2:216 (BV) DCC).

Extraordinary resolutions

Extraordinary resolutions are resolutions for which Dutch law or the articles of association prescribe enhanced majority and/or quorum requirements. Common examples include:

• amendments to the articles of association (Sections 2:121 DCC (NV) and 2:231 (BV) DCC);
• legal mergers and demergers (Sections 2:317 and 2:334m DCC);
• reductions of share capital (Sections 2:99 (NV) and 2:208 (BV) DCC); and
• certain resolutions restricting or excluding statutory pre-emption rights (Sections 2:96a (NV) and 2:206a (BV) DCC.

Articles of association and shareholders’ agreements

In practice, the articles of association frequently impose enhanced majority and/or quorum requirements for specific resolutions. Shareholders’ agreements may also designate certain matters as reserved matters requiring the consent of specified shareholders, although such contractual arrangements cannot override mandatory provisions of Dutch corporate law.

For both NVs and BVs, certain management board resolutions may be made subject to prior shareholder approval by the articles of association. Such approval rights typically concern major strategic, financial or corporate transactions.

In addition, Dutch law itself requires shareholder approval for certain decisions, including, among other things, resolutions regarding a significant change in the identity or character of an NV under Section 2:107a DCC.

Unless Dutch law, where the articles of association require a qualified majority, shareholder approval is generally granted by an absolute majority of the votes cast.

Voting Requirements

Shareholders may generally vote by proxy, provided the proxy is granted in writing or by electronic means where permitted (Sections 2:117 (NV) and 2:227 (BV) DCC). Voting procedures, such as voting by show of hands or poll, are usually governed by the articles of association or the chairman of the meeting.

Dutch law permits the issuance of different classes of shares carrying different voting rights. In both NVs and BVs, shares may carry multiple voting rights, while a BV may also issue non-voting shares (Section 2:228(5) DCC).

Electronic Voting

Shareholders may participate and vote electronically if this is permitted by the company’s articles of association – see 2.4 Format of Meeting.

Shareholders of both a BV and an NV may require that specific matters be discussed or resolutions be put before the general meeting.

Shareholders holding at least 1% of the issued share capital in a BV may request that an item be included on the agenda of the general meeting (Section 2:224a DCC). The request must be submitted in writing no later than the 30th day before the meeting. The articles of association may provide for a lower threshold or a shorter period.

For an NV, shareholders who individually or jointly represent at least 3% of the issued share capital may request that an item or proposed resolution be included on the agenda of the general meeting. The request must be made in writing no later than the 60th day before the meeting. The articles of association may reduce these requirements (Section 2:114a DCC).

Right to Table a Resolution/Place an Item on the Agenda

Dutch courts have clarified the scope and limits of this right to place an item on the agenda. In Boskalis v Fugro (Supreme Court, 20 April 2018, ECLI:NL:HR:2018:652), the Supreme Court held that shareholders may request discussion of strategic matters but cannot force the board to put such topics to a vote if they fall outside the competence of the general meeting. In Elliott v AkzoNobel (District Court of Amsterdam, 10 August 2017, ECLI:NL:RBAMS:2017:5845), the court held that the right to place items on the agenda must be exercised reasonably, with proper timing, and in line with the company’s interests.

Listed Companies

Listed companies often include a right of initiative clause, under which certain items can only be placed on the agenda at the initiative of the board of directors, or with prior approval of the supervisory board. The board of directors may also invoke the response time as provided in best practice provision 4.1.7 of the Dutch Corporate Governance Code 2025 (DCGC 2025) when proposed agenda items concern the company’s strategy. The response time, which may last up to 180 days, allows for further consideration, constructive dialogue with relevant shareholders, and exploration of possible alternatives. The DCGC response time is a soft-law governance instrument and is distinct from (but may be cumulated with) the statutory cooling-off period under Article 2:114b DCC — see further below.

Void or Voidable Resolution

A shareholder may challenge a resolution adopted by the general meeting. A resolution may be either void (nietig) or voidable (vernietigbaar).

A resolution is void if it violates mandatory provisions of law or the articles of association governing the validity of resolutions (Section 2:14 DCC). A resolution is voidable if it breaches procedural requirements, is contrary to the articles of association, or violates the principles of reasonableness and fairness set out in Section 2:8 DCC (Section 2:15 DCC).

A shareholder with a sufficient interest may initiate court proceedings seeking annulment of a voidable resolution. Such proceedings must generally be commenced within one year after the shareholder became aware of – or could reasonably have become aware of – the resolution. No equivalent statutory limitation period applies to a claim that a resolution is void.

Inquiry Proceedings

In addition, qualifying shareholders may seek relief through inquiry proceedings (enquêterecht) before the Enterprise Chamber, which may order a wide range of remedies, including the annulment of resolutions and measures affecting the company’s governance.       

Institutional investors, activist hedge funds and shareholder associations primarily influence and monitor Dutch companies through the exercise of their shareholder rights, including voting at general meetings, engaging with the board and supervisory board, requesting information and, where applicable, proposing agenda items or resolutions.

For listed companies, shareholders holding at least 3% of the issued share capital may request that items be placed on the agenda of the general meeting (Section 2:114a DCC). Further details are provided in 2.2 Procedure and Criteria for Calling a General Meeting and 2.9. Shareholders’ Rights Relating to the Business of a Meeting.

Shareholders may also challenge resolutions before the courts (Sections 2:14 and 2:15 DCC) and, if the statutory thresholds are met, initiate inquiry proceedings (enquêterecht) before the Enterprise Chamber (Sections 2:344 et seq DCC).

In practice, institutional investors generally favour engagement and dialogue, whereas activist investors may seek strategic, operational or governance changes through public campaigns or litigation.       

Shareholders holding their shares through nominees (such as custodians or intermediaries) generally enjoy the same economic and governance rights as registered shareholders, provided they can demonstrate their entitlement in accordance with applicable law and the company’s articles of association.

Information Rights

Beneficial owners holding shares through a nominee are generally entitled to receive the information necessary to exercise their shareholder rights. In listed companies, intermediated shareholders may obtain meeting materials, explanatory notes and other information relating to items on the agenda through the intermediary chain and the mechanisms established under the Shareholder Rights Directive II and its Dutch implementation.

Voting Rights

The right to vote formally rests with the registered shareholder. However, beneficial owners holding shares through a nominee may generally exercise voting rights by instructing the nominee or custodian on how to vote, or by obtaining a proxy or certificate enabling them to vote directly at the general meeting. The precise procedure depends on the custody structure and the company’s articles of association.

For listed Dutch companies, intermediated shareholders can generally participate and vote at general meetings through the record-date system provided the relevant registration and proxy requirements are satisfied.

Shareholders of both NVs and BVs may adopt resolutions in writing without holding a meeting, provided that all persons entitled to attend the general meeting consent to this procedure (Section 2:128 DCC (NV) and 2:238 DCC (BV)).

The resolution must be recorded in writing and is adopted by the same majority that would apply at a general meeting, unless Dutch law or the articles of association require a higher threshold.

Both BVs and NVs generally grant existing shareholders a statutory pre-emption right when new shares or cash are issued, allowing them to maintain their proportional shareholding and avoid dilution.

For a BV, this right is governed by Section 2:206a DCC. The articles of association may exclude or limit the pre-emption right. It does not apply to shares issue for a contribution in kind or to employee share issuances.

For an NV, the pre-emption right is laid down in Sections 2:96a DCC. It may be excluded or restricted by a resolution of the general meeting or by an authorised issuing body. Likewise, the right does not apply to issues or non-cash consideration or employee share schemes.

Restrictions on the transfer of shares are common, particularly in private companies.

In the case of a BV, shares are generally subject to a statutory transfer restriction regime (Section 2:195 DCC). Unless the articles of association provide otherwise, a shareholder wishing to transfer shares must first offer them to its co-shareholders or comply with another transfer restriction mechanism prescribed by the articles of association. The articles may also contain approval requirements, lock-up arrangements and other transfer restrictions. In addition, shareholders’ agreements frequently include contractual transfer restrictions, such as pre-emption rights, tag-along rights and drag-along rights.

Shares in an NV are, in principle, freely transferable (Section 2:87 DCC). However, the articles of association of a non-listed NV may contain transfer restrictions, including approval requirements or offering obligations. For listed NVs, transfer restrictions are uncommon due to the free tradeability of shares on the stock exchange.

In addition, sector-specific legislation may impose regulatory restrictions. For example, acquisitions of qualifying holdings in banks, insurers and certain other regulated financial institutions may require prior regulatory approval.

Accordingly, while Dutch law generally permits the transfer of shares, statutory provisions, the articles of association, shareholders’ agreements and sector-specific regulations may impose significant restrictions on their disposal.

Shareholders are generally entitled to grant a security interest (right of pledge) over their shares in both a BV and an NV.

For a BV, this is governed by Section 2:198 DCC. The articles of association may restrict or prohibit the pledging of registered shares, or require prior approval for the creation of a pledge.

For an NV, Section 2:89 DCC provides that bearer shares may always be pledged, and this right cannot be restricted or excluded by the articles of association. Registered shares may also be pledged, unless the articles of association provide otherwise.

Under Dutch law, a notification obligation applies as soon as a shareholder acquires or passes a stake of 3% or more in a listed company. This notification obligation is laid down in Article 5:38 of the Financial Supervision Act (Wet op het financieel toezicht, or Wft). Notifications must be made to the AFM. The notification obligation applies to both direct and indirect interests and is triggered again each time a higher threshold is exceeded. The full statutory sequence of thresholds under Article 5:38 of the Wft is: 3% – 5% – 10% – 15% – 20% – 25% – 30% – 40% – 50% – 60% – 75% – 95%.

Notifications are published in the AFM’s register of substantial holdings. As long as a party holds less than 3% of the issued capital or voting rights, there is no legal obligation to disclose the stake. An activist shareholder can therefore quietly build a position to just below this limit.

Issued shares may be cancelled as part of a reduction of the company’s share capital. For both NVs and BVs, this generally requires a resolution of the general meeting and compliance with the statutory capital reduction procedure (Sections 2:99 DCC (NV) and 2:208 DCC (BV)).

The cancellation may relate to shares held by the company itself following a share buy-back, but shares held by other shareholders may also be cancelled if the statutory and constitutional requirements are met.

The required majority is generally the same as for other shareholder resolutions, unless Dutch law or the articles of association prescribe a qualified majority.

Both NVs and BVs may acquire their own shares, but such acquisitions are subject to statutory restrictions.

For an NV, the acquisition of own shares generally requires authorisation by the general meeting and may only take place to the extent that the company’s shareholders’ equity exceeds the statutory and contractual reserves that must be maintained. In addition, a listed NV may not hold more than 50% of its issued share capital in treasury shares (Sections 2:98 and 2:98a DCC).

For a BV, the management board may resolve to acquire the company’s own shares, provided the company has sufficient distributable reserves. If the acquisition would cause the company to be unable to continue paying its due and payable debts, it is not permitted (Section 2:207 DCC).

The company may not exercise the voting rights attached to its own shares (Section 2:118(7) (NV) and 2:228(6) (BV) DCC). Furthermore, dividends are not effectively paid on shares held by the company itself, as profit distributions are made to shareholders and the company cannot distribute profits to itself (Sections 2:105(1) DCC (NV) and 2:216(1) DCC (BV)).

Dividends may be paid by both a BV and an NV only pursuant to a resolution of the general meeting or another corporate body designated by the articles of association. Dividends are usually paid after the adoption of the annual accounts, although interim dividends may also be distributed if the statutory requirements are met.

The applicable distribution rules differ for BVs and NVs.

For a BV, a distribution may only be made if the shareholders’ meeting adopts a distribution resolution and the management board approves that resolution (Section 2:216 DCC). The board must withhold its approval if it knows or should reasonably foresee that, following the distribution, the BV will be unable to continue paying its due and payable debts. This is commonly referred to as the distribution test. Directors may incur liability if they improperly approve a distribution.

For an NV, distributions may only be made to the extent that the company’s equity exceeds the statutory and contractual reserves that must be maintained (Section 2:105 DCC). Unlike a BV, an NV is not subject to the BV distribution-test regime requiring board approval.

An absolute majority (more than 50%) of the votes cast is sufficient to appoint or dismiss a director, unless the articles of association require a higher quorum or majority (Sections 2:120(1) (NV) and 2:230(1) (BV) DCC).

If the articles of association stipulate that a resolution to dismiss a director must be adopted by a qualified majority, then: (i) the qualified majority cannot exceed two-thirds of the votes cast; and (ii) this two-thirds majority must represent more than half (50%) of the issued share capital (Sections 2:134(2) (NV) and 2:244(2) (BV) DCC).

In a structuurvennootschap (large company subject to the statutory two-tier board regime under Sections 2:152 et seq DCC), the supervisory board – not the general meeting – has the authority to appoint and dismiss managing directors. Activists in major listed companies should take into account that this structural regime materially limits the power of shareholders to effect board changes directly via the general meeting.

Shareholders cannot generally instruct the management board on how to exercise its management powers. However, they may challenge board conduct or seek to influence corporate decision-making through a number of legal mechanisms.

First, shareholders may bring proceedings before the Enterprise Chamber (Ondernemingskamer) requesting an inquiry into the company’s affairs (enquêteprocedure) if they meet the statutory shareholding thresholds. The Enterprise Chamber may order an investigation and, if mismanagement is established, impose a wide range of remedial measures, including the suspension or removal of directors and the temporary transfer of shares.

Secondly, shareholders may challenge shareholder resolutions before the courts if those resolutions are contrary to law, the articles of association or the principles of reasonableness and fairness under Dutch corporate law (Sections 2:14, 2:15 and 2:8 DCC). See 2.10 Challenging a Resolution.

In addition, shareholders may exercise governance rights such as requesting agenda items, voting on the appointment or dismissal of directors, and, where applicable, exercising approval rights in respect of certain board decisions (see 2.9 Shareholders’ Rights Relating to the Business of a Meeting and 6.1. Rights to Appoint and Remove Directors).

Although shareholders generally cannot compel directors to take a specific action, these mechanisms enable them to challenge board conduct and seek corrective measures where justified.

For both a BV and an NV, the external auditor is appointed by the general meeting of shareholders. If the general meeting fails to make an appointment, the supervisory board (if any) or, failing that, the management board may do so (Section 2:393(2) and (3) DCC).

As a result, shareholders acting through the general meeting have the power to appoint the company’s external auditor. The general meeting may also decide not to reappoint an auditor at the end of its term and may instruct the company to propose another auditor for appointment.

In addition, the court may dismiss an auditor upon application by the company, the works council or the auditor himself or herself for compelling reasons (Section 2:393(7) DCC).

Under Dutch law, directors are required to report to shareholders on the company’s affairs through the annual accounts, the management report and the general meeting (see 2.3 Information and Documents Relating to the Meeting).

In addition, listed Dutch companies are required to include a corporate governance statement in their annual reporting and to explain their compliance with the Dutch Corporate Governance Code. Material changes to the company’s corporate governance structure are typically discussed with shareholders at the general meeting.

However, Dutch law does not impose a separate, stand-alone obligation on directors to provide periodic reports to shareholders solely on corporate governance arrangements outside the ordinary reporting and general meeting framework.

A controlling shareholder must exercise its rights in accordance with the principles of reasonableness and fairness that govern Dutch corporate law (Section 2:8 DCC). In certain circumstances, this requires the controlling shareholder to take the interests of minority shareholders into account.

A controlling shareholder may incur liability if it abuses its control position, acts unlawfully towards minority shareholders or causes the company to act in a manner that is contrary to law, the articles of association or the standards of reasonableness and fairness. Shareholders may challenge resolutions before the courts (Sections 2:14 and 2:15 DCC) and, if the statutory thresholds are met, initiate inquiry proceedings (enquêteprocedure) before the Enterprise Chamber (Sections 2:344 et seq DCC). See 2.10 Challenging a Resolution and 2.11 Institutional Shareholder Groups.

In addition, where a controlling shareholder effectively determines the company’s policy, its conduct may be scrutinised in inquiry proceedings and may contribute to a finding of mismanagement. The Enterprise Chamber has broad powers to grant remedial measures, including measures affecting the controlling shareholder’s rights and influence.

Under Dutch law, shareholders’ rights are significantly reduced once a company becomes insolvent, as the interests of creditors take precedence.

In bankruptcy (faillissement), the company’s assets are administered by a court-appointed trustee (curator). Shareholders retain their status as shareholders, but rank behind all creditors and will generally only receive a distribution if all creditors have been paid in full.

In a restructuring proceeding under the WHOA (Sections 369 et seq Dutch Bankruptcy Act), shareholders may be entitled to vote on a restructuring plan, although under certain circumstances a plan can be confirmed notwithstanding shareholder opposition.

Accordingly, while shareholders retain certain corporate rights, their economic position and influence are significantly curtailed in insolvency situations.

Dutch law provides shareholders with several remedies against the company. Most importantly, shareholders may seek the annulment of resolutions of corporate bodies if those resolutions are contrary to law, the articles of association or the principles of reasonableness and fairness laid down in Section 2:8 DCC (Sections 2:14 and 2:15 DCC). See 2.10 Challenging a Resolution, 2.11 Institutional Shareholder Groups and 6.2 Challenging a Decision Taken by Directors.

In addition, shareholders meeting the statutory thresholds may initiate inquiry proceedings (enquêteprocedure) before the Enterprise Chamber (Sections 2:344 et seq DCC). See 6.2 Challenging a Decision Taken by Directors.

Shareholders may also bring ordinary civil proceedings against the company, including claims based on breach of statutory duties, the articles of association or unlawful conduct.

Dutch law does not generally grant shareholders a direct claim against directors for losses suffered by the company. As a starting point, claims for mismanagement or breach of directors’ duties belong to the company itself (Section 2:9 DCC). Shareholders cannot ordinarily recover losses that merely reflect a reduction in the value of their shares (Poot v ABP doctrine).

However, shareholders may have several remedies against directors, as follows.

• Direct claim in tort (Section 6:162 DCC): a shareholder may bring a claim against a director where the directors has breached a duty of care owed specifically to that shareholder, rather than only to the company. Dutch case law required that the director can be personally and seriously blamed.
• Appointment and removal of directors: see 6.1 Rights to Appoint and Remove Directors.
• Inquiry proceedings: see 2.10 Challenging a Resolution,6.2 Challenging a Decision Taken by Directors, and 8.1. Duties of a Controlling Company.

Shareholders cannot generally bring a US-style derivative action in their own name on behalf of the company to recover losses suffered by the company. Dutch law adheres to the principle that a claim for damage suffered by the company belongs to the company itself and must in principle be pursued by the management board.

The Netherlands generally permits shareholder activism and provides shareholders with a range of statutory tools to influence corporate decision-making. Key legal sources include Book 2 of the Dutch Civil Code, the Wft, the EU Market Abuse Regulation and the Dutch Corporate Governance Code. Activists must comply with disclosure and market abuse rules and exercise their rights in accordance with the principles of reasonableness and fairness.

The principal tools available to activist shareholders include:

• exercising voting rights at general meetings;
• requesting agenda items (for listed companies from a 3% shareholding threshold, unless the articles of association lower this threshold);
• requiring the convening of a general meeting (generally from a 10% shareholding threshold);
• engaging with the management board and supervisory board;
• initiating inquiry proceedings before the Enterprise Chamber; and
• seeking annulment of corporate resolutions that violate the law, the articles of association or the principles of reasonableness and fairness.

Dutch listed companies may counter activist pressure through various protective measures, including the statutory 250-day cooling-off period, protective preference share structures and STAK arrangements.

The primary aim of activist shareholders is to influence corporate strategy, governance and capital allocation with a view to enhancing shareholder value. In the Dutch market, activist campaigns typically focus on matters such as board composition, M&A transactions, dividend and capital return policies, governance reforms, ESG performance and broader strategic direction. Activists generally seek to encourage changes that they believe will improve the company’s performance, accountability or long-term value creation.

Activist shareholders in the Netherlands typically build their influence by acquiring a meaningful shareholding, engaging with the management and supervisory boards, coordinating with other investors and, where necessary, using shareholder rights such as agenda requests, voting campaigns and litigation. Their agenda commonly focuses on corporate governance, board composition, strategic direction, M&A transactions, capital allocation, dividend policies and ESG matters, with the objective of improving corporate performance and shareholder value.

In the Netherlands, activist campaigns are relatively less common compared to markets like the US, but their presence has been growing steadily over the past decade. Activism typically takes the form of shareholder proposals, public campaigns to influence management decisions, and engagement through dialogue with company boards. Activists often focus on issues such as corporate governance, ESG policies, and strategic or financial matters such as mergers, acquisitions, or dividend policies.

Activism is most visible in large listed companies (AEX and AMX constituents), particularly in sectors such as financial services, energy, and industrials – industries where strategic direction, capital allocation, and ESG performance tend to attract the most scrutiny. Overall, while activism in the Netherlands is still developing, it is increasingly recognised as an important tool for shareholders to influence company policies and promote long-term value creation.

Institutional investors remain the most active shareholder group in the Dutch market, reflecting their significant holdings and well-established stewardship practices. Activist hedge funds continue to play an important role, particularly in relation to strategic transactions, governance matters, and capital allocation, although shareholder activism in the Netherlands is generally less confrontational than in the US due to the prevalence of stakeholder governance and protective measures. Large international asset managers are increasingly influential through active voting and engagement policies, while retail shareholders generally have a more limited impact on corporate governance.

No reliable public data is available on the proportion of activist demands that are met in the Netherlands.

Dutch companies often use legal protection measures, including the following.

• Issuance of protective preference shares to an independent foundation (Stichting Preferente Aandelen). This foundation can obtain temporary voting rights to block hostile takeovers or activist pressure.
• Certification of shares through a Stichting Administratiekantoor (STAK), separating voting rights from economic rights. Holders of depositary receipts issued by the STAK acquire economic rights but do not automatically hold voting rights – the voting rights remain with the STAK. Activists acquiring depositary receipts through the secondary market should be aware that, unless the STAK has granted them voting rights (medewerking), they will not be in a position to exercise voting rights directly. This distinction is particularly relevant when assessing the effective influence an activist can exercise.
• Call options on preference shares that can be activated in the event of a threat.

These constructions are allowed as long as they are proportionate and in the interests of the company and its stakeholders.

Cooling-Off Period

Section 2:114b DCC: A relatively new, hard-law protection tool that allows listed companies to temporarily resist pressure from activist shareholders or hostile takeover attempts. The cooling-off period lasts up to 250 days and permits the board of directors to postpone certain shareholder resolutions. A company can invoke a cooling-off period if:

• a shareholder makes an agenda request focused on: (i) the resignation of one or more directors or supervisory directors; (ii) a change in governance structure; or (iii) a fundamental change in strategy; or
• a hostile takeover bid is announced or expected.

The cooling-off period is intended to give the board of directors room to explore alternatives, consult stakeholders, and determine a well-considered strategy. Shareholders facing an invoked cooling-off period can request that the Enterprise Chamber of the Amsterdam Court of Appeal terminate the period if they believe it has been unjustly invoked.

Relationship Between the DCGC Response Time and the Cooling-Off Period

The DCGC 2025 (best practice provision 4.1.7) response time of up to 180 days is a soft-law governance instrument by which the board may defer action on strategic agenda requests by engaging in dialogue. The statutory cooling-off period of Section 2:114b DCC is a hard-law instrument with a maximum duration of 250 days. The two mechanisms pursue overlapping but distinct purposes and can, in principle, be applied cumulatively, subject to the requirements of proportionality and reasonableness and fairness under Section 2:8 DCC.

Finally, it is possible to provide for statutory protections, for example by introducing:

• loyalty shares – shares with additional voting rights for long-term investors; and
• a one-tier board – a board model with executive and non-executive directors in one body, allowing for faster decision-making.

These measures must comply with the principles of reasonableness and fairness (Section 2:8 DCC) and must not violate the Corporate Governance Code.