NETHERLANDS Law and Practice Contributed by: Bastiaan Cornelisse, Bastiaan Kemp, Michel van Agt and Philippe Hezer, Loyens & Loeff
• attending and actively participating at sharehold- ers’ meetings, including by expressing criticism during such meetings and asking critical questions; • submitting shareholders’ proposals or requesting extraordinary general meetings to be convened; and • initiating litigation, including the proceedings referred to in 10.1 Remedies Against the Com- pany . This is a non-exhaustive overview of increasingly escalatory steps. Activists generally start with private engagement, followed by public engagement and stakebuilding if unsuccessful. Depending on the pro- file of the activist, further escalation may take place, with litigation typically being deployed as a last resort. 11.4 Recent Trends Companies from different sectors have been targeted by shareholder activists in the past, depending also on market trends. In recent years, growing attention on sustainability and corporate social responsibility has sharpened the focus on ESG issues. This has also impacted activist campaigns, including by NGOs. For exam- ple, in 2023 and 2024, representatives of the climate- focused NGO Friends of the Earth attended various shareholder meetings of listed companies, including Ahold Delhaize and ING, to repeatedly raise the same question on climate action. In 2025, Greenpeace Inter- national cited ESG concerns in an open letter urging minority shareholders of JBS to vote against a restruc- turing by which the company would reincorporate in the Netherlands. 11.5 Most Active Shareholder Groups Activist campaigns in the Netherlands have predomi- nantly originated from well-known international activ- ist funds with a global or European investment focus. Dutch pension funds and other long-term institutional investors are also becoming increasingly vocal. There is also an emerging trend of NGOs using tra- ditionally activist techniques to call attention to ESG- related topics, often focusing on climate change; see the examples set out in 11.4 Recent Trends , involving Friends of the Earth and Greenpeace International.
Another example is Follow This, a Dutch NGO that pushes for climate action at general meetings of listed companies in the oil and gas sector. 11.6 Proportion of Activist Demands Met Unfortunately, reliable, comprehensive information on the proportion of public activist demands is not available. Moreover, most of the activist activity in the Netherlands does not become public, so such public demands may not be representative of the broader impact of shareholder activism on listed Dutch com- panies. However, available information does suggest that activist demands are often (partially) met. For instance, various companies have made board chang- es to accommodate some or all activist demands for changes to board composition, and in certain cases activists have successfully pushed boards to imple- ment share repurchase programmes or certain M&A transactions. Notably, the available information suggests that activ- ists do not typically invoke their formal shareholder rights, such as submitting shareholder proposals to be tabled for an upcoming meeting, but rather lever- age (private and public) engagement to achieve their goals. 11.7 Company Prevention and Response to Activist Shareholders It is common for listed companies to monitor the market and routinely review potential vulnerabilities, whether financial, operational or reputational. This allows them to identify policies, business practices and performance that could attract the attention of activists or be the subject of investor initiatives. Listed companies typically prepare defence manuals on how to handle activist campaigns, and often set up a dedi- cated task force to allow for a rapid response. Activist responses are generally tailored to the specific situation at hand. They tend to combine legal, inves- tor relations and general PR measures to minimise hostile shareholder influence. Such measures include engagement with the activist, which may result in a settlement, as well as engagement with other share- holders and stakeholders, seeking support. Legal
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