16 April 2026
Operational and financial lease: what are the differences in the context of business financing?
The distinction between operational lease and financial lease is important in the context of business financing.
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The relationships amongst shareholders can have their ups and downs. Difficult situations can be at the expense of the company.
The civil code regulates disputes which briefly cover that the shareholder can ask the court to compel another shareholder to sell his shares (also known as a forced sale) or to compel the other shareholder to buy the shares from the shareholder making the demand (also known as enforced withdrawal). The idea behind this is that shareholders who disagree with each other and are unable to resolve their conflict, jeopardising the survival of the company, must have the opportunity to go their separate ways. These demands must be submitted to the court. If the court also agrees that the claims should be upheld, the judge shall appoint an expert, generally an accountant, who determines the value of the shares. The parties are then obliged to provide and/or purchase the shares for the price determined.
The legislation which entered into effect with the introduction of the Act for the simplification and flexibility of private company law (“Flex BV”) is aimed at speeding up the process and making it more flexible, amongst other things, by providing the possibility for contractual or statutory provisions to supersede legal regulations. This means that parties can determine an arrangement for the settlement of disputes as they see fit. It can, for example, make it possible for a conflict to be settled by arbitrators or by the Netherlands Enterprise Court at the Amsterdam Court of Appeal.
The parties can also make arrangements in the articles of association about the valuation of shares. If parties have agreed on a sufficiently clear standard for measuring the value and the court can determine the price itself on this basis, the appointment of experts may not be necessary. In that case, the court can determine the price directly in its decision about the transfer of shares. If the parties are already in agreement about the transfer, but need to agree on the price, it is also possible for the determination of the price to be left to the court.
GMW lawyers will be happy to help you with all your company and business litigation issues. If you have any questions, please contact us directly using the enquiry form below or +31 (0)70 3615048. Our company law lawyers will be glad to support and advise you.
GMW lawyers will be happy to help you with all your company law issues and business disputes. Do you have a question? Feel free to contact us.
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16 April 2026
Operational and financial lease: what are the differences in the context of business financing?
The distinction between operational lease and financial lease is important in the context of business financing.
Read more
26 March 2026
The conditions for a bank guarantee to lift a seizure
Provisinal (or prejudgment) seizure of a bank account is a powerful tool for creditors to safeguard their recourse position, before a court has ruled definitively on a claim. For the party whose assets are attached, however, such attachment can be highly disruptive.
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23 February 2026
Directors’ liability: often claimed, difficult to prove
Directors’ liability sounds threatening. In practice, however, a claim brought by a bankruptcy trustee is difficult to win. The threshold for directors’ liability is high. It therefore pays to take a critical look at such liability claims and to provide a solid defence.
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27 November 2025
Interpretation of contracts: the Haviltex-ruling
Most business disputes arise from differing interpretations of agreements. That is not surprising. As Paul Scholten already said in 1909: “Words are never clear on their own.”
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2 October 2025
Purchase agreement for electric cars and non-conformity
In a ruling of the Supreme Court on 28 June 2024 concerning non-conformity in the purchase of an electric car, an important decision was made regarding the vehicle’s driving range.
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8 September 2025
General Banking Terms: impact on your business
When you enter into an agreement with a bank for a loan or a credit facility (hereinafter referred to as a “financing agreement”), you will often see that the General Banking Terms (Algemene Bank Voorwaarden or ABV) apply to that agreement.
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3 September 2025
What to do as a creditor in a bankruptcy?
What you can do as a creditor in the event of a bankruptcy: from your rights and options to the role of the trustee and supervisory judge, and the ways in which a bankruptcy can be concluded.
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15 July 2025
Termination of financing by the bank: once again it comes down to reasonableness and fairness
The District Court of Limburg recently issued a judgment on the immediate termination of a credit agreement.
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2 June 2025
Can you start legal proceedings for €0,01?
On 26 November 2024, the Rotterdam District Court ruled on a case involving an amount of €0,01. Despite the minimal value, the court decided that there was insufficient interest to proceed. This judgment highlights the principle that a claimant must have sufficient interest to initiate legal proceedings.
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