Nexperia: Wingtech must tolerate the search for a structural solution

On 11 November 2026, the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal ordered additional immediate measures in respect of Nexperia. Wingtech and others involved must respect the performance of duties by the officers appointed by the Enterprise Chamber. They must not undermine either the company’s operations or the search for a structural solution. Several specific obligations are subject to penalty payments, up to a combined maximum of €300 million. Corporate lawyer Onno Hennis discusses the Enterprise Chamber’s decision.

The de facto split of Nexperia

The decision shows how deep the rift within Nexperia has now become. The Chinese subsidiaries operate outside the de facto control of the Dutch board. At the same time, Nexperia is trying to build production capacity elsewhere and to enter into partnerships, including with Tata Electronics and Polar Semiconductor.

Wingtech, moreover, opposes the course taken by the court-appointed officers. That opposition takes the form of, among other things, proceedings in China and formal demands sent to business partners. According to the Enterprise Chamber, Wingtech is thereby undermining the measures previously ordered and hampering Nexperia’s continuity.

Dutch company law applies

The Enterprise Chamber emphasises that Yuching itself chose to acquire shares in a company governed by Dutch law. In doing so, it voluntarily bound itself to the corporate standards of reasonableness and fairness under Article 2:8 of the Dutch Civil Code. The same applies to Wingtech, as indirect shareholder and as a legal entity organisationally connected to Nexperia.

Foreign proceedings must not undermine the intervention

The fact that Wingtech and Yuching are foreign legal entities to which the Dutch rules on inquiry proceedings do not apply does not detract from their obligations towards Nexperia. The Enterprise Chamber may also order measures directed at them in order to safeguard the effectiveness of the inquiry proceedings.

Wingtech and Yuching must therefore withdraw certain claims brought in China seeking the termination of the inquiry proceedings and, under certain conditions, the transfer of the shares in Nexperia NL and its subsidiaries. The Enterprise Chamber characterises this order as an anti-anti-suit injunction: a measure that protects access to the Dutch court in inquiry proceedings.

In addition, it prohibits enforcement of parts of a Chinese judgment which, in its view, paralyse the company’s operations and make a long-term solution impossible.

Room for talks with investors

Wingtech, Yuching and Nexperia China must tolerate Nexperia and the court-appointed officers exploring the market and talking and negotiating with potential investors. Without the officers’ written consent, they may not themselves hold discussions with potential bidders or provide them with information.

The court-appointed officers have an independent role in this process. They must, however, continue to seek a solution that has Wingtech’s support as far as possible. They must keep Wingtech informed in general terms and provide more information as the solution takes more concrete shape.

Article 1 of the First Protocol

The Enterprise Chamber refers expressly to Article 1 of the First Protocol to the ECHR. This provision protects the peaceful enjoyment of possessions, including shares. That protection is not absolute, however: any interference must have a sufficient legal basis, serve a legitimate general interest and strike a fair balance between that interest and the owner’s rights. The possibility of having the measure effectively reviewed is also relevant.

In Nexperia’s case, the Enterprise Chamber attaches a specific safeguard to this. If a long-term solution cannot count on Wingtech’s support, the court-appointed officers must ensure that it can be submitted to the Dutch courts before it is implemented. The test likely to be applied in that event was discussed in this earlier blog.

What next?

In its decision, the Enterprise Chamber creates room for the court-appointed officers to prepare a structural solution for Nexperia. Wingtech must not block that preparation by undermining the officers’ powers. At the same time, unless the parties reach a settlement between themselves, any specific transaction will first be submitted to the Dutch courts. The next round of litigation is therefore likely to focus mainly on the substance and terms of that solution.