What is the situation?
On 11 February 2026, the Amsterdam District Court ordered seller Concha Beheer B.V. to repay €175,000 to buyer Select Nederland B.V., plus interest, €2,525 in collection costs, and €11,274.25 in legal costs.
The dispute arose from a share sale involving a locked-box mechanism. That mechanism fixes the company’s economic value at an agreed date and blocks value leakage to the seller between that date and closing. Here, the effective date was 1 January 2024, but a €175,000 dividend had been paid to the seller on 8 January 2024.
The court held that this was an unauthorized extraction and that the parties had to be reimbursed euro for euro.
Analysis
This judgment shows that, in SME acquisitions, drafting discipline outweighs post-deal explanations. The seller argued the dividend was known, reflected in pricing, or harmless, but the court rejected all three.
The primary practical takeaway is that, where an SPA contains explicit restrictions on post-locked box withdrawals, courts may interpret and enforce those clauses strictly, particularly in instances where both parties engaged professional advisers and employed consistent balance-sheet logic from LOI through to SPA execution.
The blind spot for small businesses continues informal deal behavior. Many founder-led transactions still rely on assumptions, side conversations, or partial disclosures in emails. That becomes dangerous when the contract later speaks more clearly than the negotiation did.
Impact
H1
If you are buying or selling shares, review any dividend, management fee, loan repayment, or related-party payment made between the valuation date and the closing. “Everyone knew” is not a safe control.
H2
Due diligence processes should be aligned with contractual documentation. Where a locked box clause is included in the SPA, all documentation, including data room records, board resolutions, and management confirmations, should be thorough and internally consistent.
H3
For micro and small companies, transaction risk often lies in governance hygiene rather than valuation. Weak documentation can turn a routine founder exit into a cash repayment dispute after closing.
Daily operational takeaway
Prior to executing any share transaction, undertake a comprehensive review of the preceding 12 months of shareholder and related-party transactions. Confirm alignment with the LOI, SPA, and all relevant board resolutions before signature.
