On 6 May 2026, the Enterprise Chamber of the Amsterdam Court of Appeal (the "Enterprise Chamber") ruled that DecatNS, part of the international Decathlon group, had wrongly failed to consult its Works Council on a significant reorganisation of its Design Team. Although DecatNS argued that the changes merely constituted a limited organisational adjustment within an international group, the Enterprise Chamber found that they amounted to a major change to the organisation and its activities within the meaning of Section 25 of the Dutch Works Councils Act (Wet op de ondernemingsraden). The judgment confirms that the Dutch rules on employee participation apply in full, even within international matrix organisations.
The dispute centred on the reorganisation of the Design Team within DecatNS's Digital Organisation. The restructuring involved a reduction in the number of employees within Digital Design and the Design Team, as well as changes to the management structure. Rather than being managed centrally, Design Team employees would in future be managed by the individual Units for which they worked. As a result, the organisation and management of the Design Team's activities, its reporting lines, and the position of its managers within DecatNS would all change significantly.
The Works Council was informed of the plans and received presentations explaining the proposed changes. During this initial phase, DecatNS indicated that a formal request for advice would be submitted. However, no such request was ever made, even though preparations to implement the reorganisation continued. DecatNS took the position that the changes merely formalised an existing situation and therefore did not constitute a significant decision within the meaning of the Dutch Works Councils Act (Wet op de ondernemingsraden). The Works Council nevertheless continued to insist that it should be formally consulted on the reorganisation. DecatNS did not respond to these requests and proceeded with the implementation. Instead, the Works Council was asked to advise on a different proposed decision: the liquidation of the Dutch legal entity, which would result in the termination of all employment contracts with employees of that entity.
The Works Council challenged the reorganisation before the Enterprise Chamber, requesting a declaration that DecatNS could not reasonably have reached its decision and seeking several interim measures. DecatNS argued that the decision was not sufficiently significant to trigger the consultation obligation and that the changes merely reflected an existing organisational structure. It also argued that the Works Council had no legitimate interest in the requested relief because the Dutch entity was to be liquidated in any event.
The Enterprise Chamber held that the reorganisation involved not only a reduction in the number of employees within Digital Design but also a significant change to the organisation of the undertaking and its activities. The Design Team would cease to exist as an independently organised central department, while responsibility for managing its employees would shift to the individual Units, resulting in new reporting lines and a different position for the Design Team's managers. Accordingly, the proposed reorganisation constituted a significant decision within the meaning of Section 25 of the Dutch Works Councils Act.
Although DecatNS argued that the changes merely formalised an existing situation and therefore did not amount to a significant reorganisation, the Enterprise Chamber found that this position was difficult to reconcile with the information previously provided to the Works Council and the earlier commitment that the Works Council would be asked to provide advice.
Since DecatNS had failed to request the Works Council's advice, the Works Council was entitled to appeal on the ground that its statutory consultation rights had been disregarded. The Enterprise Chamber also emphasised that it is the employer's responsibility to ensure that the employee participation process is conducted carefully and transparently.
The Enterprise Chamber also rejected DecatNS's argument that the Works Council had no legitimate interest because the Dutch entity would in any event be liquidated. It pointedly observed that no final decision on the liquidation had yet been taken, as the Works Council still had to be consulted on that proposal. According to the Enterprise Chamber, DecatNS appeared to overlook this essential procedural step. Until the Works Council had issued its advice on the proposed liquidation, both the Works Council and DecatNS retained a legitimate interest in ensuring proper compliance with the consultation requirements applicable to the Design Team reorganisation.
The Enterprise Chamber also acknowledged the international context of the case. It recognised that the reorganisation formed part of a broader restructuring of the Digital Organisation across the Decathlon group and that DecatNS did not necessarily control every aspect of how the Design Team's activities were organised within the various Units. Nevertheless, this did not alter the fact that DecatNS remained responsible for, and retained decision-making authority over, the implementation of those changes within its Dutch operations. In short, the fact that the reorganisation formed part of a wider international restructuring did not relieve the Dutch entity of its obligations. Even where decisions are taken, wholly or in part, at group level, the Dutch entity remains responsible for their implementation within its own undertaking and must properly involve its Works Council.
This judgment is consistent with the Enterprise Chamber's broader case law concerning multinational companies and group structures. As businesses increasingly operate across borders and strategic decisions are more frequently taken at a level above that of the undertaking in which a Works Council has been established, questions regularly arise as to how the Dutch Works Councils Act should be applied. The Enterprise Chamber has consistently made clear that an international context does not create an exception to the statutory consultation obligations. The Dutch employer's duty to consult its Works Council remains fully applicable. Even where a decision stems from an international restructuring programme, the Dutch entity remains responsible for assessing the consequences for its own undertaking and for properly balancing the relevant interests through the employee participation process.
If you have any questions about works council consultation obligations or international restructurings, please contact Eveline Bakker, lawyer specialising in Employment Law and Corporate Law.
This blog was written for HERO.
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