Sonja Geldermans

Governance involves organizing an entity in such a way that the quality of management and its supervision is ensured. In recent years, this has become an increasingly important topic in the healthcare sector. The idea is that good governance will improve the quality of care. There are several points of attention for the healthcare sector to consider, which will be discussed in the blog series on Governance in Healthcare. This blog will discuss the Healthcare Governance Code.

Many shareholders' agreements include provisions for the event that a shareholder leaves. It is usually agreed that this shareholder is obliged to transfer their shares to the other shareholders or the company. The price that a shareholder receives from the other shareholders or the company often depends on the reason for their departure. A shareholder who has proven their value to the company and has adhered to the agreements ('good leaver') usually receives a higher price than someone who leaves due to, for example, fraud, theft, dismissal as a director or employee, or failure to comply with the agreements ('bad leaver'). A recent ruling by the Amsterdam District Court confirms the importance of properly documenting such agreements in the shareholders' agreement.

Dutch law may soon be enriched with a new legal form. In 2024, the House of Representatives adopted a motion to investigate and develop the possibility of the stewardship company as a legal form. Following this, on January 22, 2025, a proposal for the principles of the stewardship company was published.