A Real Case: Nexperia and the Limits of Corporate Control
In 2024, Dutch authorities intervened in the governance of semiconductor company Nexperia after reports surfaced that its CEO had rerouted company funds to his own firm. When the European board tried to remove him, their decision was blocked by the Chinese parent company. This situation, involving alleged financial misconduct and foreign interference, raised alarms within the Dutch legal system.
To restore order and protect strategic interests, the Dutch government acted under emergency legislation, supported by the Dutch Enterprise Chamber. This case illustrates the unique power of the Ondernemingskamer to correct governance breakdowns in critical sectors. In this article, we break down the specifics regarding this very Chamber.
What Is the Dutch Enterprise Chamber?
The ‘Ondernemingskamer‘ is a specialized chamber within the Amsterdam Court of Appeal. Its purpose is to resolve serious corporate governance issues when stakeholders, like shareholders or board members, believe mismanagement has occurred.
What sets it apart is its ability to take action. Unlike most courts, the Dutch Enterprise Chamber doesn’t just issue rulings; it can intervene directly in a company’s structure or management. This makes it an unusually powerful judicial mechanism within European corporate law.
How It Works in Practice
The Chamber can launch a formal investigation (called an enquêteprocedure), dismiss or suspend directors, appoint interim leadership, and even override shareholder voting rights if necessary to protect the company’s future. These measures are used regularly in Dutch legal practice and can take effect within weeks, not years.
This judicial flexibility means that investors, especially those from abroad, have a reliable means of protecting their interests if governance problems arise in Dutch entities.
Why It Matters to International Investors
For foreign businesses operating in the Netherlands, or those planning to expand into the region, the Dutch Enterprise Chamber is a legal safeguard against internal power struggles, boardroom misconduct, or external interference. It ensures that minority shareholders are not left powerless and that governance decisions can be challenged and corrected when necessary.
Rather than risking drawn-out litigation, stakeholders can seek rapid and proportionate judicial intervention. This makes Dutch corporate structures especially attractive for holding companies, IP ownership, and European headquarters.
How The Dutch Enterprise Chambers Intervenes in Corporate Disputes
A Cornerstone of the Dutch Investment Climate
The Netherlands is widely recognized for its robust legal infrastructure and investor-friendly business environment. The presence of the Ondernemingskamer reinforces this reputation by ensuring that corporate disputes are handled fairly and quickly, without the delays common in other jurisdictions.
It helps maintain trust in Dutch corporate law, supports ethical business conduct, and gives multinational companies confidence in using Dutch entities for European expansion.
How PrimeBridge Global Can Help
We assist international clients in navigating Dutch legal frameworks. We offer direct support during governance transitions, compliance matters, and disputes where the Dutch Enterprise Chamber may be involved.
Whether you’re entering the Dutch market, managing a subsidiary, or restructuring your European operations, we ensure your interests are protected