Under Dutch law, shareholder rights and activism are primarily governed by the following sources:

• Book 2 of the Dutch Civil Code (DCC) (Burgerlijk Wetboek) — the foundational framework for corporate law, including shareholder rights, director duties, and general meeting rules;
• Dutch Corporate Governance Code 2025 (DCGC 2025) — a principles-based code applying to listed companies on a ‘comply or explain’ basis, addressing engagement between boards and shareholders;
• Financial Markets Supervision Act (Wft) (Wet op het financieel toezicht) — contains disclosure obligations for substantial holdings, rules on public offers and the mandatory bid obligation.
• European Union Regulations, in particular:
  • the Market Abuse Regulation (MAR) (Regulation EU No 596/2014), which prohibits the use of inside information when dealing in securities or unlawfully disclosing such information, and prohibits manipulative practices that could distort the market. Activist shareholders must comply with MAR; conducting an activist campaign while in possession of inside information, or using deceptive trading strategies to build or unwind a position, may constitute a violation;
  • the Shareholder Rights Directive II (SRD II), implemented in the Wft, which facilitates the exercise of shareholder rights in listed companies across the EU;
  • the EU Short Selling Regulation (Regulation (EU) No 236/2012), which imposes notification obligations on net short positions in listed companies. Activists building a net short position (including through derivatives) must notify the AFM at 0.1% and disclose publicly at 0.2%, with further notifications at each successive 0.1% increment. This regulation is directly relevant where an activist combines short positions with a public campaign.

Shareholder activism is generally accepted and considered a legitimate part of corporate governance, provided it is conducted within the boundaries of reasonableness and fairness as prescribed by Article 2:8 DCC.

Regulators such as the Dutch Authority for the Financial Markets [AFM] tend to adopt a neutral to positive stance towards activism, provided activists comply with transparency requirements, including disclosure obligations related to substantial shareholdings. Institutional shareholders have become increasingly active in recent years, particularly on ESG matters. The media coverage in the Netherlands tends to be critical yet balanced, recognising the importance of shareholder rights and the potential benefits of activism while remaining cautious of confrontational or disruptive tactics. Overall, shareholder activism in the Dutch context is viewed as a constructive and accepted mechanism to influence corporate policy and promote accountability, as long as it is exercised responsibly and transparently.

In the Netherlands, activist campaigns are relatively less common compared to markets like the United States, but their presence has been growing steadily over the past decade. Activism typically takes the form of shareholder proposals, public campaigns to influence management decisions, and engagement through dialogue with company boards. Activists often focus on issues such as corporate governance, ESG policies, and strategic or financial matters such as mergers, acquisitions, or dividend policies.

Activism is most visible in large listed companies (AEX and AMX constituents), particularly in sectors such as financial services, energy, and industrials — industries where strategic direction, capital allocation, and ESG performance tend to attract the most scrutiny. Overall, while activism in the Netherlands is still developing, it is increasingly recognised as an important tool for shareholders to influence company policies and promote long-term value creation.

Shareholder litigation against a company and/or its directors occurs with some regularity and typically takes the form of proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer), through so-called inquiry proceedings (enquêteprocedure). This allows shareholders to request an investigation into the company’s policy or conduct.

To be admissible, the requesting shareholder(s) must hold at least (i) one-tenth of the issued capital, or shares or depositary receipts representing a nominal value of at least €225,000 (if the entity is a NV or a BV with an issued capital of up to €22.5 million), or (ii) one-hundredth of the issued capital or, if the shares or certificates are admitted to trading on a regulated market or a multilateral trading facility, as referred to in Article 1:1 of the Financial Supervision Act or a system comparable to a regulated market or multilateral trading facility in a non-member state, represent a value of at least €20 million based on the closing price on the last trading day prior to the submission of the request, or such lesser amount as provided for in the articles of association (if it is a NV or a BV with an issued capital of more than €22.5 million) (Article 2:346 DCC).

Other forms of shareholder litigation may include claims for damages or motions to annul shareholder resolutions.

Under Dutch corporate law, shareholders of both public limited companies (NV) and private limited liability companies (BV) are entitled to inspect the register of shareholders maintained at the company’s registered office (Articles 2:194(5) and 2:85(4) DCC). This right of inspection is also granted to usufructuaries and pledgees who are entitled to exercise voting rights under Articles 2:88(4), 2:89(4) and 2:227(2) DCC and, as regards the BV, holders of depositary receipts to whom the right to attend the general meeting has been granted. The register may be kept, in whole or in part, in electronic form.

In principle, the right of inspection extends to the entire register. However, one exception applies with regard to the NV: the right does not extend to those parts of the register maintained outside the Netherlands to comply with foreign legal requirements or stock exchange regulations.

Requisition of a general meeting

The general rule is that only the management board and the supervisory board are authorised to convene a general meeting. However, this authority may also be granted to others, including shareholders, pursuant to the articles of association (Articles 2:109 (regarding the NV) and 2:219 (regarding the BV) DCC).

If the authority to convene a general meeting has not been granted to shareholders by the articles of association, one or more shareholders who individually or jointly hold at least 10% (NV) or 1% (BV) of the issued share capital, or a lower percentage if so provided in the articles of association, may request the management board and supervisory board (if present) to convene a general meeting. This request must be submitted in writing and must specify the matters to be addressed. The boards may refuse such a request if there is a compelling interest of the company opposing the convening of the meeting (Articles 2:110 (NV) and 2:220 (BV) DCC).

If the board fails to convene the requested meeting within the applicable statutory period following receipt of the request, the requesting shareholder(s) may seek authorisation from the district court to convene the meeting themselves (Article 2:110(2) DCC). The statutory period depends on whether the NV is listed:

• Listed NV (shares or depositary receipts admitted to trading on a regulated market within the meaning of Article 1:1 Wft): eight weeks;
• Non-listed NV: six weeks.

Right to table a resolution / place an item on the agenda

Shareholders holding at least 3% of the issued share capital in an NV or 1% in a BV may request the inclusion of an item on the agenda of a general meeting (Articles 2:114a (NV) and 2:224a (BV) DCC). Such requests must be submitted in writing no later than the sixtieth day (NV) or thirtieth day (BV) prior to the meeting. The articles of association may lower the required shareholding threshold and shorten the deadline, but may not raise the threshold above the statutory 3% (NV) or 1% (BV) minimum.

Dutch courts have clarified the scope and limits of this right. In Boskalis/Fugro (Supreme Court, 20 April 2018, ECLI:NL:HR:2018:652), the Supreme Court held that shareholders may request discussion of strategic matters but cannot force the board to put such topics to a vote if they fall outside the competence of the general meeting. In Elliott/AkzoNobel (District Court of Amsterdam, 10 August 2017, ECLI:NL:RBAMS:2017:5845), the court held that the right to place items on the agenda must be exercised reasonably, with proper timing, and in line with the company’s interests.

Listed companies often include a right of initiative clause, under which certain items can only be placed on the agenda at the initiative of the board of directors, or with prior approval of the supervisory board. The board of directors may also invoke the response time as provided in best practice provision 4.1.7 of the DCGC 2025 when proposed agenda items concern the company’s strategy. The response time, which may last up to 180 days, allows for further consideration, constructive dialogue with relevant shareholders, and exploration of possible alternatives. The DCGC response time is a soft-law governance instrument and is distinct from (but may be cumulated with) the statutory cooling-off period under Article 2:114b DCC — see further below.

Costs

There is no explicit statutory provision allocating responsibility for the costs of calling and holding a meeting at shareholder request. Generally, costs are borne by the company as part of ordinary corporate governance expenses.

Shareholders who meet the applicable threshold (3% for an NV, 1% for a BV) have the right to request the inclusion of items on the agenda of the general meeting. Along with such a request, shareholders are also entitled to submit a written explanation or statement, which the company must then circulate to the other shareholders, provided the request is submitted in a timely manner. The right to circulate a statement is thus connected to the right to propose an agenda item.

Dutch law does not provide a general right for shareholders to send communications or statements to fellow shareholders outside the context of a formal general meeting request.

Costs

The costs of circulating agenda-related shareholder statements are generally borne by the company, as they form part of the ordinary general meeting process. Dutch law does not impose these costs on the requesting shareholder, nor does it provide a right for the company to recover them from the requesting shareholder absent a contrary provision in the articles of association.

An absolute majority (>50%) of the votes cast is sufficient to appoint or dismiss a director, unless the articles of association require a higher quorum or majority (Articles 2:120(1) (NV) and 2:230(1) (BV) DCC). If the articles of association stipulate that a resolution to dismiss a director must be adopted by a qualified majority, then (i) the qualified majority cannot exceed two-thirds of the votes cast and (ii) this two-thirds majority must represent more than half (50%) of the issued share capital (Articles 2:134(2) (NV) and 2:244(2) (BV) DCC).

Important — structural regime: In a structuurvennootschap (large company subject to the statutory two-tier board regime under Articles 2:152 et seq. DCC), the supervisory board – not the general meeting – has the authority to appoint and dismiss managing directors. Activists in major listed companies should take into account that this structural regime materially limits the power of shareholders to effect board changes directly via the general meeting.

The percentage required to block a resolution depends on the type of resolution and the applicable statutory and articles of association requirements. For ordinary resolutions, decisions are made by an absolute majority of votes cast (>50%) (Articles 2:120(1) (NV) and 2:230(1) (BV) DCC). For special (extraordinary) resolutions — such as amendments to the articles of association or decisions involving mergers or capital changes — a qualified majority is required, typically at least two-thirds (≈66.67%) or three-quarters (75%) of votes cast. In practice, many Dutch companies set specific quorum and majority thresholds in their articles of association, which may be stricter than the statutory minimums.

No. Under Dutch law, only holders of shares have the shareholder rights attached to those shares, either by law or by the company’s articles of association. Holders of other instruments — such as options, warrants, contracts for difference, swaps, or cash-settled derivatives — do not hold shares and therefore do not possess shareholder rights. These instruments grant rights derived from or linked to shares, but do not confer share ownership.

In the Netherlands, there is no stamp duty on the transfer of shares. No mitigation or avoidance structures are therefore required.

Under Dutch law, a notification obligation applies as soon as a shareholder acquires or passes a stake of 3% or more in a listed company. This notification obligation is laid down in Article 5:38 of the Wft. Notifications must be made to the AFM. The notification obligation applies to both direct and indirect interests and is triggered again each time a higher threshold is exceeded. The full statutory sequence of thresholds under Article 5:38 Wft is:

3% – 5% – 10% – 15% – 20% – 25% – 30% – 40% – 50% – 60% – 75% – 95%

Notifications are published in the AFM’s register of substantial holdings. As long as a party holds less than 3% of the issued capital or voting rights, there is no legal obligation to disclose the stake. An activist shareholder can therefore quietly build a position to just below this limit.

No. The 3% notification threshold for substantial holdings in a listed company remains unchanged even when the company is the subject of a (hostile) takeover bid. However, as soon as a party acquires predominant control — i.e., can directly or indirectly dispose of at least 30% of the votes in the general meeting of a listed company — an obligation to make a public offer for the remaining shares arises (Article 5:70 Wft).

Under Dutch law, there are no rules imposing a general cap on the size of an equity position a party may build in a listed company. However, several rules restrict the extent to which a position may be accumulated in practice:

• Mandatory bid obligation: Once a party (whether alone or together with persons acting in concert) reaches 30% of the voting rights in a listed company, it is obliged to make a mandatory public offer for all outstanding shares (Article 5:70 Wft). This 30% threshold constitutes an effective ceiling beyond which further accumulation triggers significant obligations;
• Cascade disclosure obligations: Rapid or continued accumulation triggers multiple notification obligations as successive thresholds are crossed (see the full sequence above), creating public transparency around the build-up;
• Market abuse constraints: Trading used to build a position must meet the transparency and fairness obligations of MAR. If an activist builds a position in violation of market abuse laws (e.g., while in possession of inside information or through deceptive trading strategies), this may result in restrictions or sanctions;
• Short selling obligations: An activist building a net short position (including through cash-settled derivatives) must comply with the notification obligations under the EU Short Selling Regulation (Regulation (EU) No 236/2012), with notifications to the AFM starting at 0.1% and public disclosure at 0.2% of issued capital.
• Acting in concert: If several parties jointly build up a position for the purpose of acquiring control, they are deemed to act as a single party under Article 5:70(5) Wft. Their joint interest then counts towards the disclosure thresholds and the 30% limit for a mandatory bid, which may effectively restrict the extent to which each party can accumulate shares without triggering the mandatory offer obligation.

Yes. If a party acquires 30% or more of the voting rights in a listed company, it is obliged to make a mandatory public offer for all outstanding shares (Article 5:70 Wft). This is intended to provide other shareholders with an option to exit.

Yes. If shareholders act jointly for the purpose of acquiring control, they are deemed to act as a single party. Their joint interest then counts towards the disclosure thresholds and the 30% limit for a mandatory bid. This is regulated in Article 5:70(5) Wft and the underlying regulations.

Yes. The notification obligation also applies to financial instruments representing an economic interest in shares, such as cash-settled derivatives, options, warrants, and swaps. These are taken into account when determining the total interest subject to disclosure under Article 5:45 Wft.

If an offeror (whether an activist or not) bought shares prior to an offer, the highest price paid in the previous 12 months must be offered to other shareholders as the minimum offer price (Article 5:80 Wft). This prevents a bidder from buying up shares cheaply and then making a lower offer to remaining shareholders.

Dutch companies often use legal protection measures, including:

• Issuance of protective preference shares to an independent foundation (Stichting Preferente Aandelen). This foundation can obtain temporary voting rights to block hostile takeovers or activist pressure;
• Certification of shares through a Stichting Administratiekantoor (STAK), separating voting rights from economic rights. Holders of depositary receipts issued by the STAK acquire economic rights but do not automatically hold voting rights — the voting rights remain with the STAK. Activists acquiring depositary receipts through the secondary market should be aware that, unless the STAK has granted them voting rights (medewerking), they will not be in a position to exercise voting rights directly. This distinction is particularly relevant when assessing the effective influence an activist can exercise;
• Call options on preference shares that can be activated in the event of a threat.

These constructions are allowed as long as they are proportionate and in the interest of the company and its stakeholders.

Cooling-off period (Article 2:114b DCC): A relatively new hard-law protection tool that allows listed companies to temporarily resist pressure from activist shareholders or hostile takeover attempts. The cooling-off period lasts up to 250 days and permits the board of directors to postpone certain shareholder resolutions. A company can invoke a cooling-off period if:

• a shareholder makes an agenda request focused on: (i) the resignation of one or more directors or supervisory directors, (ii) a change in governance structure, or (iii) a fundamental change in strategy; or
• a hostile takeover bid is announced or expected.

The cooling-off period is intended to give the board of directors room to explore alternatives, consult stakeholders, and determine a well-considered strategy. Shareholders facing an invoked cooling-off period can request the Enterprise Chamber of the Amsterdam Court of Appeal to terminate the period if they believe it has been unjustly invoked.

Relationship between the DCGC response time and the cooling-off period: The DCGC 2025 (best practice provision 4.1.7) response time of up to 180 days is a soft-law governance instrument by which the board may defer action on strategic agenda requests by engaging in dialogue. The statutory cooling-off period of Article 2:114b DCC is a hard-law instrument with a maximum duration of 250 days. The two mechanisms pursue overlapping but distinct purposes and can, in principle, be applied cumulatively, subject to the requirements of proportionality and reasonableness and fairness under Article 2:8 DCC.

Finally, it is possible to provide for statutory protections, for example by introducing:

• Loyalty shares: Shares with additional voting rights for long-term investors.
• One-tier board: Board model with executive and non-executive directors in one body, allowing faster decision-making.
• Limitation of agenda-setting rights: the threshold for shareholders to put items on the agenda can be raised in the articles of association (to max 3% of the capital).

These measures must comply with the principles of reasonableness and fairness (Article 2:8 DCC) and must not violate the Corporate Governance Code.

Directors of a Dutch company have a number of fundamental obligations that become particularly relevant when faced with an activist campaign. These are laid down in Book 2 of the DCC and the DCGC 2025, and have been further clarified by case law of the Enterprise Chamber.

The most relevant duties in an activist context are:

• Duty of proper management (behoorlijk bestuur): directors must act carefully, competently, and diligently, making decisions based on a careful weighing of interests. In the face of activist pressure, directors should not indiscriminately go along with shareholder demands but must test them against the corporate interest (vennootschappelijk belang);
• Long-term focus: the board must focus on the long-term interests of the company and all its stakeholders (employees, customers, suppliers, and shareholders). Short-term pressure from activists must be balanced against the continuity and strategy of the company;
• Duty to engage: directors must take the activist’s proposals seriously — ignoring them risks a finding of mismanagement. However, engagement must be balanced against the board’s duty to act in the company’s interest, not exclusively in the interest of any one shareholder group;
• Documentation and accountability: when an activist shareholder comes forward, the board should examine alternatives, consult stakeholders, and properly document how decisions were arrived at. Such documentation is critical in any subsequent review by the Enterprise Chamber;
• Equal treatment: directors must treat shareholders in the same circumstances equally (Article 2:92 (NV) / 2:201 (BV) DCC). This is particularly relevant when the board engages selectively with certain activist shareholders in a way that could disadvantage others.

The company itself has no direct power to require shareholders to disclose their interests. Disclosure is enforced through the duty to report certain shareholding positions (with the thresholds set out above) to the AFM (Article 5:38 Wft). The AFM publishes these disclosures in the ‘register of substantial holdings’.

In addition, listed companies can use Shareholder Rights Directive II (SRD II), implemented in the Wft (Articles 5:73a–5:73g Wft), to identify their shareholders through intermediaries. Under SRD II as implemented, the identification right applies regardless of the size of the shareholding – there is no minimum percentage threshold for the exercise of this right. Intermediaries are required to pass on the identity of shareholders to the company, and to pass on information from the company to shareholders so that they can exercise their rights (such as voting at the general meeting).

Yes. Under MAR (EU No 596/2014), strict rules apply to the sharing of price-sensitive information (inside information), including in the context of communications with activist shareholders. Selective disclosure is in principle prohibited unless it occurs in the normal course of business and under strict conditions (such as an NDA and inclusion on the insider list). Selective disclosure to activists without a valid reason can constitute market abuse.

In practice, companies typically:

• invite an activist to discuss strategy or governance using only non-price-sensitive information;
• share information that is not price sensitive (such as ESG policy or long-term vision); or
• share price-sensitive information exclusively under an NDA and with inclusion on the insider list.

Yes. Settlements or agreements between a company and an activist shareholder are permissible. These can relate to, for example:

• withdrawing agenda items;
• an activist obtaining a seat on the supervisory board;
• adapting the company’s strategic policy.

Although there are no official statistics, in practice this occurs regularly, especially in larger listed companies. Such agreements are often kept confidential unless disclosure is required under MAR or the Wft.