What happened ?
On 18 February 2026, the Enterprise Chamber of the Amsterdam Court of Appeal ruled in a shareholder price-setting dispute under Article 2:343c Dutch Civil Code.
An expert had been appointed to value 125 shares in a company and to assess the impact of moving certain activities into a separate group company, Activa, which is indirectly owned by another party’s partner.
The company and aligned shareholders tried to block disclosure of 25 Activa documents to the opposing shareholder, arguing they contained highly sensitive financing terms.
The court rejected that objection. It held that the documents were central to the valuation debate and must be available to all parties, subject to non-disclosure agreements and a court-ordered ban on their disclosure to third parties.
Analysis
The court did not say confidentiality is irrelevant. It said confidentiality takes a back seat when the documents are at the heart of the valuation question that the parties themselves asked the court to decide.
That is the real signal for small owner-managed businesses.
If value-driving activities, margins, or financing structures sit partly outside the operating company, especially in related-party entities, those arrangements may have to be exposed once shareholders fall out.
Many founders assume that a separate entity, a partner vehicle, or a family holding structure safely stores and compartmentalizes sensitive information.
That assumption weakens fast in litigation.
Takeaway: The root problem is unclear governance and weak transparency between related parties. Do not rely on trust or informal arrangements, ensure strong documentation and clear governance logic from the start.
Governance
Takeaway: When moving activities into related entities, treat it as a governance decision. Weak oversight and unclear roles create risk. Provide clear rationale and supervision for such changes to avoid future conflict.
Risk
Key implications: Disputes over share valuation expose your company to legal, financial, operational, and privacy risks. Keeping control requires clear structures and proactive risk planning.
Compliance
Takeaway: If you initiate valuation litigation, expect to provide comprehensive documentation. Although confidentiality controls can protect sensitive details, recordkeeping and transparency should always be prioritized.
Daily operational takeaway
Operational takeaway: Identify all external factors and entities that affect your company's value. Document reasons, control structures, and oversight mechanisms for each.
ECLI:NL:GHAMS:2026:568 Gerechtshof Amsterdam
Ensure transparency and robust governance in your business dealings to mitigate risks and foster trust among stakeholders.
The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by the author before publication. Any translated versions are AI-generated from the original English text.
