Clumsy personnel policy also costs a director his shareholding

Amsterdam Court of Appeal (Commercial Division) July 27, 2026, ECLI:NL:GHAMS:2026:2047. Not a traditional labor case, but one with a surprising connection to HR. Two brothers, each holding a 50% stake through their respective holding companies, were shareholders of a software company and together formed the board of directors. When their partnership completely broke down, one brother sought a court order requiring the other brother’s holding company to transfer its shares.
Another factor in the case was how one of the directors treated the staff. For example, without consulting his brother, he hired a self-employed contractor as “social director” for three days a week at a monthly rate of €10,000, even though there was no job opening at all.

A conflict with an employee also got out of hand. The director gave the employee an urgent assignment in the evening that, due to its confidential nature, was not to be shared with colleagues. The employee found the request strange and also involved the other director. The director then summarily fired him that same evening via email. That termination was later reversed by his brother.

Personnel policy also played a role

The Enterprise Chamber explicitly took this personnel policy into account in its ruling. The unnecessary dismissal had not gone unnoticed on the work floor. Furthermore, the dismissal and the hiring of a new employee without consultation had led to unnecessary friction and costs. Together with, among other things, substantial financial withdrawals from the company and the resulting management impasse, this contributed to the conclusion that this director’s shareholding in the holding company could no longer be tolerated.

The Enterprise Chamber therefore granted the request for expulsion. Before the shares are actually transferred, their value must first be determined. Pending this determination, the director’s holding company was suspended as a director, and the voting rights attached to its shares were also suspended.

What you can learn from this

Hasty and careless personnel policies can have far-reaching consequences. They can even factor into whether a director is allowed to retain his position as a shareholder.