On 28 August 2026, the Amsterdam Enterprise Chamber rejected a shareholder’s request for preliminary witness evidence. The questions were too broad, and the shareholder had not shown enough need for further evidence. An exit dispute can bring contracts, approvals, invoices, board papers and customer records into one contested file.
Why this matters
Since 1 January 2025, Dutch civil procedure has allowed combined requests for preliminary evidence. These may cover witnesses, experts and digital records. When a shareholder plans an exit, the company needs a clear record for each decision and payment. Missing approvals or expired contracts can delay a sale, raise legal costs and distract management from cash, staff and customers.
Example
A shareholder bought 25% of the company for €63 million in 2022. Results later missed earlier projections, and the shareholder considered a sale. The file included a €250,000 annual management fee, excluding VAT. The consultancy agreement continued after three years, although renewal required every shareholder’s consent. It also recorded a €300,000 annual travel allowance, paid without specification until January 2026. The court made no finding that these arrangements were improper. It rejected the evidence request because the questions lacked sufficient detail.
XTROVERSO tips
- Connect each payment to its authority. Match management fees, rent, loans and expenses to the contract, approval, invoice and business purpose. Check who signed and whether shareholder consent was required.
- Check contracts that passed their end date. List expired management, lease, loan and supplier agreements that still affect cash. Record whether each was renewed, replaced or allowed to continue.
- Keep a decision register. For each material decision, record the date, decision-maker, files reviewed, declared conflicts, vote, conditions and follow-up owner.
- Prepare a controlled data-room route. Set access levels before an exit starts. Record who approves disclosure, which files need restrictions and which confidentiality terms apply to buyers.
- Record changes to forecasts. Keep the original forecast, revised assumptions and board response together. The file should show when expectations changed and what management did next.
- Review related-party arrangements. Check payments involving founders, directors, shareholders or connected companies. The contract, invoice, approval and accounting record should tell the same story.
Want to check whether your contracts, approvals and payment records form one clear company file?
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 Paolo Maria Pavan before publication.
