Restructuring by means of a Dutch share pledge enforcement: new hurdles, same powerful tool

Four judgments issued in the summer of 2026 (Good Innovation, Selecta, Manya and Glencore) provide useful guidance on how share pledge proceedings are conducted. The judgments address who qualifies as an interested party (Selecta), the objectives a pledgee may legitimately pursue (Manya), and the evidence required to demonstrate that the highest possible proceeds have been achieved (Glencore and Good Innovation).

The Good Innovation judgment: practical court decision confirming the ‘holistic’ approach   

In the first noteworthy judgment, a pledgee sought court approval to enforce its right of pledge over the shares in Jachthaven Schellingerwoude B.V. (JSW), granted by the pledgor, Good Innovation B.V. (Good Innovation). The pledgee proposed that the pledged shares remain with the pledgee (verblijven) for EUR 1. In addition, the pledgee promised to reduce the outstanding debt by EUR 805,000 following the enforcement and to refinance the existing financing arrangements on a longer-term basis.

Good Innovation opposed the request, arguing among others that no independent valuation report had been provided. The pledgee, in turn, explained that it had not been possible to value the shares in JSW because Good Innovation had repeatedly failed to provide the financial information required for such valuation and because the company's records were incomplete and unsuitable as a basis for such valuation.

The court confirmed that, when determining whether the highest possible proceeds are achieved, the purchase price may be assessed holistically and may include value generated through debt reduction and refinancing commitments. However, such commitments can only be taken into account where the pledgee has unequivocally bound itself to perform them. The court further held that the absence of an independent valuation report was not decisive in the circumstances of the case, given the lack of reliable financial information.

While the court emphasised the need for sufficient certainty regarding elements that form part of the overall consideration offered by the purchaser, it also demonstrated a practical and commercially realistic approach where a robust share valuation is not possible due to the pledgor's own failure to provide adequate financial information. The decision therefore reinforces the flexibility and effectiveness of share pledge enforcements and is in line with long-standing case law.

The Selecta judgment: widening the scope of the ‘interested parties’ concept?  

In 2025, the Selecta group was financially restructured through a Dutch share pledge enforcement approved by the Netherlands Commercial Court (NCC) and a subsequent conversion of debt instruments. Certain noteholders of the Selecta group appealed the decision approving the share pledge enforcement, arguing that they qualified as interested parties in the first instance enforcement proceedings and therefore, should have been heard in those proceedings.

Traditionally, lower courts have treated the following parties as interested parties in Dutch share pledge enforcements: the pledgee, the pledgor, and parties with a second ranking security right on the shares or that levied an attachment on the shares. Parties that submitted an alternative, readily implemented offer were generally heard in order to understand whether the proposed sale indeed generates the maximum proceeds for the shares. In Selecta, the Netherlands Commercial Court of Appeal (NCCA) ruled that under the current circumstances, the appellants also qualified as interested parties because – in short – appellants were to receive notes issued by a third party on substantially different terms and that hence the economic position of the appellants was directly affected by the share pledge enforcement.

The Selecta judgment may imply that in future share pledge enforcements, all parties that are directly affected by the share pledge enforcement should be offered the opportunity to present their views on the envisaged sale to the court. It is important to note, however, that being heard does not give an interested party a veto. To contest a share pledge enforcement, an interested party can typically only argue (i) that there is no payment default, or (ii) that the purchase price for the shares is not fair, i.e. that it does not realise the highest possible proceeds. The interested party can typically only contest the latter point by submitting a better and readily implementable offer.

Whether the scope of ‘interested parties’ in share pledge enforcement proceedings will remain broadened, and if so to what extent, is uncertain, as currently an appeal against this decision is pending before the Dutch Supreme Court.  

The Manya judgment: confirming the robustness of a loan-to-own strategy   

In the third noteworthy judgment of this summer, Manya Holding B.V., Manya II B.V. and Manya MIP B.V. (together: Manya), had granted a third-party pledge over their shares in Upforce Holding B.V. (Upforce) to Situs Deutschland GmbH, acting as security agent for Infinity Holdco PD I S.à r.l. (Infinity). After there was a payment default, Infinity proposed to acquire all shares in Upforce for EUR 1. When Manya refused, Infinity announced its intention to seek court approval for enforcement of the share pledge. Manya sought interim relief to prevent the share pledge enforcement, arguing that it would constitute an abuse of rights. Manya argued, among other things, that enforcing the share pledge would not result in the satisfaction of Infinity’s claim, because the value of the shares is EUR 1. According to Manya, Infinity’s conduct shows that the true purpose of the enforcement is not to secure payment of its claim, but to acquire ownership of Upforce.

The court rejected Manya’s request and held that the fact that the proceeds of EUR 1 would not satisfy the secured debt did not, by itself, make the share pledge enforcement abusive, unlawful or contrary to reasonableness and fairness. The court recognised that a pledgee may pursue legitimate objectives beyond immediate cash recovery. In particular, it may seek control of the business with a view to stabilising it and recovering all or part of its financing from future value. That is the commercial rationale underlying many debt-for-equity swaps. Finally, the court confirms that the statutory rule requiring a creditor to first seek recovery against the principal debtor before enforcing security provided by a third party may be contractually excluded, as is customary in the Dutch finance market.

This judgment fits the established line of authority that a pledgee is, in principle, free to choose when to enforce. Intervention is reserved for exceptional circumstances. The mere fact that the secured creditor becomes the owner of the shares, or that the immediate cash proceeds are limited, is not enough to intervene. 

The Glencore judgment: an unusual departure from the established legal framework

In this case, Glencore International AG (Glencore) requested the court’s approval for enforcement of its right of pledge over the shares in Access World Group Holdings B.V. through a private sale to Tironimus AG, which is a subsidiary of Glencore.

This request was rejected by the Amsterdam District Court. The court firstly accepted that the right of pledge was valid, the debtor was in default of its payment obligations, and no higher, readily implementable offer had been made. The court even acknowledged that the absence of a higher offer was, in itself, an argument in favour of granting the request. The court nevertheless refused its approval of Glencore’s request based on a combination of “more significant” factors, being (i) the relationship between Glencore as the pledgee and the proposed purchaser (a subsidiary of Glencore) and a perceived risk of conflicts of interest; (ii) limited transparency and independence in the earlier market testing; (iii) criticism of the valuation; and (iv) the possibility that a public sale might reveal additional bidders.

Although the factors considered by the court may appear reasonable in themselves when abstracting from the general manner in which enforcement processes are typically run. However, the judgment departs from the framework that has been established in lower case law without sufficiently appreciating the nuances in these processes. For instance, it is customary that a lender vehicle acts as purchaser and it is broadly accepted that a public sale in respect of shares in private companies is an unlikely sales method since there is no public market for such shares. The judgment does not necessarily establish a new general rule, but it does illustrate how transparent market testing can help demonstrate that the proposed share pledge enforcement achieves the highest possible proceeds.

Key insights

Taken as a whole, these four judgements reaffirm the flexibility and effectiveness of the existing framework for Dutch share pledge enforcements. The key takeaways are:

• The Good Innovation judgment confirms the established framework regarding the holistic assessment of whether the highest possible proceeds are achieved.
• If upheld by the Dutch Supreme Court, Selecta may expand the category of interested parties entitled to be heard in share pledge enforcement proceedings.
• The Manya judgment confirms that a pledgee may legitimately pursue a loan-to-own strategy and other restructuring objectives beyond immediate cash recovery.
• The Glencore judgment highlights the importance of transparent market testing in demonstrating that the proposed transaction achieves the highest possible proceeds.

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