Litigation
We resolve disputes, often achieving outcomes that remain out of the public eye. Yet those who seek to preserve peace must be prepared to initiate battle.
We regularly conduct proceedings before district courts and courts of appeal, as well as before the Netherlands Commercial Court (NCC), the Enterprise Chamber (dispute settlements (geschillenregeling) and inquiry proceedings (enquêteprocedures) and in arbitration (with or without mediation). In some cases, proceedings or a judgment through one of these routes is precisely the starting point for a durable solution. The court rulings set out below served as such starting points and are all publicly available. We handled these complex matters for entrepreneurs, leading strategic parties, institutional investors, funds (venture capital and private equity), (informal) investors, founders,managing directors/shareholders (DGA’s), and corporate finance advisers.
TRACKRECORD
Court rejects claims to annul EUR 40 million acquisition and upholds EUR 500,000 indemnification claim under SPA
ECLI:NL:RBAMS:2019:278, Rechtbank Amsterdam, C/13/639813 / HA ZA 17-1261
ECLI:NL:GHAMS:2022:1052, Gerechtshof Amsterdam, 200.260.559/01
Representing investors we were able to secure finality of the 2015 acquisition of Bollegraaf Machinery after 6 years with the Amsterdam Court of Appeal and Supreme Court dismissing all claims by former owner Heiman Bollegraaf of fraud, mismanagement, and deceit with the court confirming all parties acted professionally and at arm’s length.
Court upholds Tenfelde and Boer & Croon’s role in EUR 40 million Bollegraaf deal
ECLI:NL:RBNNE:2024:4974, Rechtbank Noord-Nederland, C/18/222186 / HA ZA 23-104
The Groningen District Court firmly rejected all allegations by former owner and seller Heiman Bollegraaf and Bisbeez B.V. relating to sale of his family company Bollegraaf Machinery. Their claims that Tenfelde and Boer & Croon failed as advisors or were even personally liable did not stand up in court. The judge confirmed that both Tenfelde and Boer & Croon always acted professionally and transparently within their engagement, dismissing any suggestion of secret or personal advice. The attempt to undo the deal failed entirely.
Court rejects EUR 3.8 million claim in dispute over hotel development deal
ECLI:NL:RBAMS:2022:717, Rechtbank Amsterdam, C/13/688631 / HA ZA 20-858
We represented seller against a claim of purchaser UK PE fund Proprium’s of EUR 3.8 million under an indemnity claim for allegedly not having a hotel in Antwerp timely opened. The court dismissed the claim, finding the indemnity was only triggered if permits were the issue – not delays caused by municipal construction. Careful contract interpretation and negotiation history left no room for Proprium’s broader reading.
Court rejects claim over missed EUR 5 million Miljoenenjacht jackpot
The Amsterdam Court of Appeal has definitively rejected a contestant’s claim against Endemol and Nationale Postcode Lottery, whom we represented, over a missed EUR 5 million price on TV Show Miljoenenjacht. Despite arguing the contestant had indeed pressed the red button (by reflex), but never intended to accept just a EUR 125,000 offer as price, the court found that pressing the button was a legally binding acceptance under the game rules and Dutch law. The format was clear: button press means deal, regardless of internal intent. The court sided with Endemol and National Postcode Lottery, confirming the fairness of the show’s procedure and leaving the contestant with his EUR 125,000 win.
Court rejects EUR 3 million claim over missed Postcode Lottery prize
ECLI:NL:GHAMS:2021:352, Gerechtshof Amsterdam, 200.221.242/01
We represented the National Postcode Lottery before the Amsterdam Court of Appeal whom dismissed a EUR 3 million claim by a participant who had the winning postcode and was a participant, however missed out on a major Postcode Lottery prize due to failure to pay for his tickets in full prior to the lottery. Despite holding four tickets, insufficient funds meant none were validly entered. The court found that National Postcode Lottery’s terms – requiring full advance payment, with no partial acceptance or duty to warn – were crystal clear and properly enforced. The burden to ensure timely payment rested solely with the participant. All contractual and negligence claims were rejected, confirming the lottery’s strict adherence to its rules and leaving the claimant empty-handed with legal costs to pay.
Amsterdam Court lifts share seizure to facilitate Bollegraaf Machinery Transaction
ECLI:NL:RBAMS:2021:1580, Rechtbank Amsterdam, C/13/697641 / KG ZA 21-134
We represented investors to enable a possible sale of their shares in Bollegraaf Machinery at The Amsterdam District Court. The Court lifted a conservatory seizure on shares in Bollegraaf Machinery, clearing the way for a sale of the company, also because this attachment could not lead to actual share transfer and sufficient alternative security was already provided. Bollegraaf’s attempt to block the transaction failed.
Court orders former director to offer shares under shareholders’ agreement
We represented a PE Fund before the Amsterdam District Court who ordered a dismissed director of a halal meat company to offer his shares, in accordance with the SHA. After the PE Fund terminated the director’s management agreement citing performance issues and lost trust, the court found the dismissal and six-month notice fully compliant with contract terms. The director’s arguments against that the proceedings before the Enterprise Chamber had to be awaited failed: the obligation under the SHA was triggered by dismissal, regardless of pending legal challenges. The urgency to safeguard corporate interests prevailed, with the court noting share price fairness is ensured by independent valuation if needed.
Enterprise Chamber records settlement between Victus Participations and minority shareholder
We represented a PE fund before the Enterprise Chamber against a minority shareholder who had challenged his dismissal and sought an inquiry and interim management, citing lack of transparency and alleged mismanagement. The PE fund was able to maintain the dismissal. During the hearing, parties agreed to a clean break: the minority shareholder would resign, sell his shares to the PE Fund for EUR 1.5 million, and withdraw all litigation, with mutual releases provided.
Dutch construction materials supplier and aggregate producer ordered to honor cooperation agreement
ECLI:NL:RBAMS:2025:5942, Rechtbank Amsterdam, C/13/768793 / KG ZA 25-341
We represented the leading Dutch distributor of construction supplies for tarmac in The Netherlands against the quarry. The Amsterdam District Court ordered both the quarry to strictly adhere to their exclusive distribution agreement for the remainder of 2025. The quarry must sell all type 2 aggregates exclusively to the supplier, and the supplier must purchase the full output at market-conform prices tacitly accepted by its orders. This mirrored order fully reinstates the exclusivity arrangement through year-end.
Arbitration clause blocks Court from hearing dissolution dispute
Rotterdam’s District Court refused to hear a fast-track case over a disputed company dissolution, citing an arbitration clause in the SHA. Two shareholders clashed after the majority pushed for dissolution, prompting the minority to seek a court ban on carrying out the vote. But the court sided with the majority’s plea: disputes about executing or enforcing shareholder decisions fall under the arbitration agreement. Validity challenges still go to court, but all follow-up actions are for arbiters, even in urgent cases. With this ruling, arbitration takes the lead in settling shareholders’ battles under this contract.
Dutch offshore support vessel operator ordered to appoint independent supervisory board member after shareholder dispute
ECLI:NL:GHAMS:2021:1114, Gerechtshof Amsterdam, 200.286.374/01 OK
We represented a Dutch Family Ship Vessel Company before The Enterprise Chamber in a 50/50 joint venture dispute. The Enterprise Chamber ordered an investigation. That led to a buyout of our client.
Court handles first forced transfer procedure under new law in family business
https://deeplink.rechtspraak.nl/uitspraak?id=ECLI:NL:GHAMS:2025:703
In the very first hearing under the new forced share transfer regime (geschillenregeling) we represented a family member before the Enterprise Chamber requesting the Enterprise Chamber to force her brother to sell its shares to her. An independent expert will now value the shares with and without those spin-offs; the Enterprise Chamber will set the final price. In the end, the focus shifts from courtroom drama to a financial reckoning under the new legal framework.
Court rejects enforcement of draft settlement and suspension of director in family business dispute
ECLI:NL:RBDHA:2025:15766, Rechtbank Den Haag, C/09/682199
We represented one shareholder in a 50/50 family owned company before the District Court of The Hague. The Court refused to enforce an unsigned deal or suspend a director in proceedings requested by the other brother. Our case that was brought before the Enterprise Chamber, which already had a hearing coming up, had to be awaited. Court-ordered measures were therefore not considered appropriate at this stage, and the matter will proceed according to the scheduled legal process and boardroom commitments.
Court orders shareholder exit in irreconcilable family dispute
ECLI:NL:GHAMS:2025:2275, Gerechtshof Amsterdam, 200.350.602/01 OK
We represented one of the two shareholders in a 50/50 family owned company before the Enterprise Chamber. The Enterprise Chamber ordered for the first time under the new forced share transfer regime (geschillenregeling) a mandatory share transfer of the other brother to our client. The Enterprise Chamber concluded their partnership was beyond repair and imposed an immediate split. This matter would become the first “no fault deforce case”. The other brother must sell his shares to our client at a price set by an independent expert, while an external director will stabilize the business.
Court orders to honor the contractual arrangements
In this preliminary relief judgment by the Amsterdam District Court, we successfully represented claimant in a dispute over compliance with an exclusive supply agreement for crushed stone. The court ruled decisively in our favor: the opposing party is ordered to deliver all of its production exclusively to our client in 2025, while our client must purchase the full annual output on market terms. Both sides face substantial penalties for non-compliance. This judgment highlights the importance of clear contractual arrangements and shows the court will cut through years of noise and disagreement to enforce decisive obligations.
The NCC granted a motion to summon the founders as parties
In this interim judgment of the Netherlands Commercial Court, we represented defendant Batavia Biopharma B.V. (BBP). The court dealt with a motion by claimant CJ Cheiljedang (CJ) to bring BBP’s founders into the ongoing proceedings under Article 118 DCCP. After initial objections, BBP withdrew all opposition, while the founders agreed to the court’s jurisdiction and to English as the language of the case. The NCC therefore granted the motion, allowing CJ to summon the founders as parties, subject to procedural conditions. The decision highlights the court’s pragmatic and businesslike approach: process efficiency and substantive progress took priority, with no winners or losers on the procedural costs front.
The NCC confirmed their jurisdiction and appointed the agreed individuals as non-executive directors
In this summary proceedings judgment of the Netherlands Commercial Court, we acted as counsel for Batavia Biopharma B.V. (BBP) in a high-stakes corporate governance dispute with Korean co-shareholder CJ Cheiljedang regarding board appointments at Batavia Biosciences B.V. The NCC highlighted its international jurisdiction and confirmed Dutch law applies to the internal affairs of the company. After the court facilitated discussion with the Enterprise Chamber on independent candidates, the parties reached an amicable arrangement. The court appointed the agreed individuals as non-executive directors and ensured the deal was secured in an enforceable judgment. This case illustrates the NCC’s pragmatic, solutions-driven approach to facilitating governance agreements in cross-border shareholder conflicts.
Court orders one of the shareholders to offer his shares under the “good leaver” clause in shareholders’ agreement
C/13/776154 / KG ZA 25-782
In this summary judgment of the Amsterdam District Court, we acted for Lexar Partners Fund I in a dispute with Mr. Keizer and his holding relating to the termination of a management agreement and the resulting shareholder obligations. The court rejected all jurisdictional and timing objections, ruling that Keizer BV must comply with the shareholders’ agreement by promptly offering its shares to Lexar under the ‘Good Leaver’ clause. The expedited decision safeguards Lexar’s right to trigger the valuation and possible transfer process ahead of Enterprise Chamber proceedings. The court imposed a daily penalty for non-compliance and awarded Lexar full litigation costs. This decision showcases efficient protection for investors’ contractual rights and the importance of structuring clear leaver provisions.