News

Preparations are once again in full swing and the countdown has begun for the village festival of the year: the Harvest Festival in Zevenhuizen on Saturday 6 September!

A day full of fun, music, stalls, delicious food and activities for young and old. Everyone is welcome to come and enjoy this atmospheric tradition! 🎉

Even Kareltje is already standing by the road to Zevenhuizen, beaming with joy to remind everyone that it's almost time.

We are really looking forward to it and are proud to be able to contribute to this wonderful festival again this year!🙌

All information about this fun festival can be found on the website of the Harvest Festival Zevenhuizen.

A recent ruling by the subdistrict court in Overijssel once again highlights the importance of not treating a settlement agreement as a mere formality. In this case, a former employee of the University of Twente had concluded a settlement agreement with his employer, which included a confidentiality clause. The parties agreed not to make any statements about the reasons for and the settlement of the employment relationship.

However, things went wrong. In a radio interview, the rector magnificus of the university spoke about scientific integrity. During that interview, the employee's departure was also discussed. His name was mentioned, the reason for his departure was discussed and reference was made to “a lot of emotion” and poor communication.

The employee believed that this constituted a breach of the confidentiality clause and took the matter to court. The court ruled in his favour. The subdistrict court ruled that there had indeed been a breach of the confidentiality clause. However, the court found that this was a single breach and took into account that the university had taken immediate measures to have the interview taken offline. Ultimately, the subdistrict court awarded a fine of €22,000.

Although this amount is lower than the millions claimed by the employee, the case clearly shows how seriously such agreements must be taken. A settlement agreement is intended to bring peace and put an end to the employment relationship. This can only be achieved if both parties adhere to the agreements laid down in the agreement.

Our advice to entrepreneurs:

Be careful with the agreements in a settlement agreement, especially when it comes to confidentiality. What is agreed in the consultation room should not be disclosed in an interview or on social media. Keep in mind that statements, even unintentional ones, can have legal and financial consequences.

Do you have questions about confidentiality clauses or would you like to enter into a legally binding settlement agreement with an employee? Please contact Dennis Oud, Tim van Riel, Tessa Sipkema or Elke Hofman-Bijvank.

You can read the ruling here.

Anyone who sits on the board of an association, foundation or company will recognise this: organising the general meeting can be quite an operation. Finding a suitable venue, ensuring that everyone can physically attend, distributing documents on time, counting votes. It's all easier said than done, especially when board members or shareholders are spread across the country (or the world).

During the coronavirus pandemic, we were suddenly presented with an alternative: digital meetings. Out of necessity and on a temporary basis, organisations were allowed to hold their general meetings via video conferencing. And what did we discover? In many cases, it worked very well. People logged in from home, voted digitally and were able to ask questions as usual. It was faster, more efficient and required less organisation. However, it was not legally permitted on a permanent basis; it was only allowed under temporary emergency legislation.

This may be about to change. With the ‘Bill on digital general meetings of private legal entities’, digital meetings will become a possibility. This law amends the Civil Code so that fully digital meetings are legally valid.

What exactly will change? First of all, it is important to note that digital meetings will not be allowed automatically. The law provides the option, but it is up to the legal entity to explicitly choose it. Only if the articles of association of the legal entity state that a general meeting may be held digitally will this be legally permitted. Ironically, in most cases, adding this provision still requires a physical meeting, in which the change must first be approved.

The digital meeting must then meet a number of requirements. It is not sufficient to offer participants a live stream and then have them confirm the decisions by email. The meeting must be truly live and participants must have the opportunity to make comments and ask questions. It is not mandatory for a member to have their camera on for the entire meeting or to ask questions via the microphone. If there is a live chat function, this may also suffice.

The chair of the meeting plays an important role in this. He or she must ensure that the meeting runs smoothly, that participants are heard, and that voting takes place in a secure and reliable manner. The technology used must therefore function properly and participants must be able to identify themselves. If the connection fails or some of the members cannot access the meeting, this may affect the legal validity of the decisions taken.

The law applies to all legal entities under private law, such as associations, cooperatives, mutual insurance companies, foundations, private limited companies and public limited companies. The measure is not only intended for large companies or listed companies. Small associations or foundations in particular can also benefit from this flexibility. Think of sports clubs with members living abroad, or foundations with an international board.

However, the transition to digital meetings will not be straightforward for everyone. Some organisations value physical meetings because they facilitate communication. There are also concerns about accessibility; not everyone is equally digitally literate, and online meetings require different preparation and support.

Nevertheless, the law is responding to a social movement. Digitalisation is now an integral part of our daily lives. Organisations are being given more freedom to choose how they want to organise their meetings. Those who prefer physical meetings can continue to do so. But those who want to switch to digital will finally have the opportunity to do so.

The coming period is a good time for many boards to review their articles of association. Do any changes or additions need to be made? And what resources will be needed to meet the new requirements? The law will soon give us the opportunity to do so, but there is still work to be done.

If you need help organising a shareholders' meeting or have any other questions, our corporate lawyers will be happy to assist you!

What's different now?

Previously, the law was structured as follows: there were arguments in favour of employment (the so-called W elements), arguments in favour of self-employment (the Z elements), and only in the event of a tie were the entrepreneurship factors (the OP elements) taken into account.

But then the Uber ruling came along, which ruled that this “ranking” of factors was not actually the intention. As a result, the legislator had to go back to the drawing board.

And now?

Now, the above test has been replaced by a W test on the one hand and a Z-contract test on the other. This means that a “tie” is no longer required to determine whether entrepreneurship is involved. All circumstances of the case are taken into account immediately.

The explanatory notes to the Act do describe an interesting case for practical application. If you replace a sick employee as an interim manager, you are autonomous in your work, but if there is some degree of guidance regarding the content or organisation of your work if “production” falls behind, do you adhere to internal guidelines and rules and are performance reviews held with you? According to the new rules, you then run the risk of being considered to have an employment contract, even if you work independently, for multiple clients per year and you run entrepreneurial risk. After the summer, the bill will be debated in the House of Representatives and then it will have to go to the Senate. It remains to be seen whether this bill will be passed. Especially now that a number of MPs are working on another bill, the “Self-Employed Persons Act”, which is also intended to remove the ambiguities in practice regarding self-employed persons versus employees.
 
Are you unsure about using self-employed persons in your company? Or would you like to know more about the legal risks? Please contact Dennis Oud, Tim van Riel, Elke Hofman or Tessa Sipkema.

An employee who is suspected of a serious criminal offence is not always obliged by law to report this to their employer. However, sometimes the facts are so serious that a good employee can be expected to do so on their own initiative. This is certainly the case if the employer has already made it clear on several occasions that such information is important to them.

This has been confirmed once again by a recent ruling, in which an employer received an anonymous tip that an employee had committed sexual abuse against minors. It later transpired that criminal proceedings had indeed been brought against him. The employee was ultimately convicted of sexual abuse against minors, committed during a previous position as a care worker for mentally disabled people at another care institution. The criminal court also imposed a three-year professional ban on him. At his new employer, he was again working as a care worker for vulnerable clients. Nevertheless, the employee claimed that he was not required to report this information. His employer then dismissed him with immediate effect.

The court ruled that the employee had not acted as a good employee by keeping this information to himself and that he could be seriously blamed for this. The summary dismissal was upheld.

Advice to employers: ensure that your employment contract or staff handbook includes a provision requiring employees to report, among other things, any ongoing criminal proceedings (with a potential impact on their work). This will ensure that employees are obliged to report such matters, regardless of whether they are serious enough to warrant summary dismissal.

An interesting detail from the ruling: although the employee could be dismissed with immediate effect, the employer was required to provide a positive reference, on pain of a penalty payment. The employee had requested this, and the employer had not contested this during the hearing. Well... what do you write in that reference?

‘Mr X was employed by us until [date]. He was very determined and demonstrated a strong sense of... confidentiality.’?

Do you have any questions about the wording of provisions in an employment contract or staff regulations? Please contact Dennis Oud, Elke Hofman, Tim van Riel or Tessa Sipkema.

You can read the ruling here.

On 24 June 2025, the Arnhem-Leeuwarden Court of Appeal ruled in a long-running dispute between Picnic and Flink, among others, on the one hand and the trade unions on the other. The outcome is that, contrary to Picnic and Flink's opinion, they are considered to be an online supermarket and not an e-commerce company.

What happened?

Picnic trolleys driving through the streets have gradually become a familiar sight, but what kind of company is it really? Picnic claims that its business activities are fundamentally different from those of physical supermarkets and that it is therefore not required to apply the collective labour agreement. The emphasis is said to be on logistics rather than on operating a supermarket. The trade unions argue the opposite, pointing out that food has always been delivered to homes and citing examples such as Coop, Spar and Plus.

What is the consequence?

In short, the court of appeal agreed with the reasoning of the trade unions and ruled that Picnic and Flink fall within the scope of the collective labour agreement for supermarkets (the “Food Industry” collective labour agreement). As a result, many current and former employees are now entitled to wage claims, which could represent a significant expense for Picnic.

The fact that they had concluded their own e-commerce collective agreement with a few trade unions does not alter this.

Incidentally, this case only concerns the period between 13 September 2022 and 1 July 2023. During that period, the supermarket collective agreement was declared generally binding, which means that all employers, including supermarkets that are not members of the employers' organisation involved in the supermarket collective agreement and that fall within its scope, must apply that collective agreement.

Picnic has submitted a request to the ministry to be exempted from the supermarket collective labour agreement. The trade unions hope that the court's ruling will prevent this request from being granted. The previous request for exemption was granted. Will the minister do so again?

What can entrepreneurs learn from this?

Any entrepreneur who has doubts about the applicability of a collective agreement would be wise to have a collective agreement scope investigation carried out. Unintentionally, business activities may still fall under a (different) generally binding collective agreement, with all the financial consequences that entails.

Do you have questions about the applicability of a collective labour agreement to your company? Please contact Dennis Oud, Tim van Riel, Tessa Sipkema or Elke Hofman-Bijvank.