Netherlands: Court of Appeal issued ruling against Nexperia mandating transfer of shares and suspension of internal management regulations over governance concerns

On 13 October 2025, Amsterdam's Court of Appeal issued a ruling against Nexperia addressing governance concerns. The ruling required the suspension of the executive director, to be replaced by a court-appointed director with decisive voting authority, the transfer of shares held by the Chinese parent company Yuching to a court-appointed manager, and the suspension of internal management regulations. The Court justified these measures based on findings of conflicting interests, including the director’s controlling stake in a separate wafer supplier receiving disproportionate orders from Nexperia, and on the company’s failure to implement governance commitments made to the Dutch government to ensure independent oversight and limit Chinese shareholder influence.