A recent Dutch court decision dismissing the Stellantis opt-out securities action has a familiar ring to it. On 23 July 2025, the District Court of Noord-Holland declared the claim foundation inadmissible under the WAMCA regime, effectively ending the case at the outset. This mirrors the earlier Airbus opt-out securities actions, which were also dismissed. In this post, I summarise the Stellantis decision, compare it with Airbus, and reflect on what this means for the future of Dutch opt-out securities actions under WAMCA. With three high-profile failures so far, institutional investors may remain cautious with opt-out securities actions in the Netherlands and might continue to prefer opt-in alternatives.
1. Background of Stellantis “Dieselgate” Opt-out Securities Action
In August 2024, the Dutch foundation Fiat Chrysler Investors Recovery Stichting (FCIRS) filed a WAMCA opt-out action against Stellantis N.V., the successor of Fiat Chrysler Automobiles (Fiat).
The claim alleged that between 2014 and 2017, Fiat installed illegal emissions software and failed to disclose this to investors, inflating its share price. When the fraud became public, Fiat’s share price fell, allegedly causing losses of €967 million to €1.37 billion.
FCIRS sought compensation for all investors who bought or held Fiat shares between October 2014 and May 2017 on the Milan exchange. Stellantis defended only on formal grounds, challenging WAMCA’s applicability and FCIRS’s admissibility. Following a preliminary hearing in June 2025, the court issued its decision on 23 July 2025, finding FCIRS inadmissible.
As a result, the claims were dismissed in their entirety, and the court did not need to address the remaining arguments.
2. Admissibility Test Phase & Key Eligibility Criteria
Under WAMCA, courts first test whether a claim foundation qualifies to act on behalf of a group before addressing the merits. This “gatekeeper” stage ensures only credible, representative organisations may proceed.
The court checks whether a claim foundation:
- Is sufficiently representative. Must show it represents a meaningful portion of the harmed group, with evidence of members and loss represented.
- Has proper governance and independence. The Board must be independent, experienced, and free of funder or law firm control.
- Safeguards the interests of the class. Structure, funding and decision-making must show it acts for all investors, not just a subset.
- Meets other formal requirements. Registration, supervisory board, complaints mechanism, and financial means are mandatory.
3. Court Rules FCIRS Not Admissible
For several reasons, the court found that FCIRS did not meet the admissibility criteria required of a representative foundation under WAMCA.
3.1 No Clarity on Investor Support
The summons did not state how many investors were harmed. Only at the hearing did FCIRS suggest a very broad range of 30,000 to 440,000, which the court found too vague to be meaningful. Just before the hearing, FCIRS claimed 3,400 investors had signed up, but provided no evidence or details. It admitted these registrations had not been vetted and that some sign-ups likely suffered no loss (e.g. those who sold before 2017). With no documentation or breakdown, the court could not assess whether 3,400 represented a significant or negligible part of the affected investor base.
3.2 Misleading Claims on Activities and Transparency
The summons overstated FCIRS’s outreach. It claimed newsletters were sent when none had been issued before filing, with the first only appearing in March, followed by a further edition in May 2025. This created a misleading impression of investor engagement at the start. The court also noted that FCIRS had done little to involve investors during its first year and had only organised one information session in May 2025, with unclear attendance. Assertions of regular contact were therefore inaccurate.
3.3 Lack of Transparency on Key Documents
The court criticised FCIRS for governance and transparency failures. It had claimed to publish annual accounts and reports online, but many were missing or only uploaded much later. Investors thus lacked access to basic information on governance, finances, and compliance. Its Claim Code compliance statement was also delayed.
3.4 Excessive Influence of Litigation Funder
The original funding agreement gave the funder excessive influence over strategic decisions, undermining independence. Although FCIRS amended the contract shortly before the hearing, the timing suggested a last-minute fix. Combined with other governance issues, the court was not persuaded that investor interests were adequately safeguarded.
3.5 Court’s Conclusion
The court ruled FCIRS inadmissible and dismissed the case. It had failed to substantiate representativeness despite multiple chances, even admitting it prioritised administrative convenience over verifying investor data. This was unjustified, particularly in a claim worth up to €1.37 billion. Together with governance and transparency shortcomings, the court found FCIRS did not meet WAMCA’s admissibility requirements. The claims were therefore dismissed without any review of the merits.
4. Parallels with the Airbus WAMCA Decision
If all this rings a bell, it is because the Airbus investor cases foreshadowed this outcome.
In my blog post of 22 September 2023, titled "Ground-breaking judgement in Dutch collective opt-out proceedings against Airbus: both claim foundations declared inadmissible", I wrote about the District Court of The Hague, which issued a landmark judgement (Link) in two WAMCA opt-out proceedings against Airbus. This was the first time a Dutch court ruled on the admissibility of investor-loss claim foundations under the WAMCA opt-out regime. Both claim foundations were declared inadmissible.
As I noted in my blog on the Airbus ruling, the court sent a clear signal by strictly enforcing the WAMCA criteria. One Airbus foundation had too few shareholders and represented too little of the claimed loss, making it insufficiently representative of the investor class. The other did have more backing, but failed on governance and independence, with the court finding that it did not adequately safeguard investors’ interests. In scathing terms, the judgement described that foundation as essentially an “empty shell” driven by a litigation funder and its founder rather than acting as an independent representative body.
The outcome in Stellantis closely resembles what happened in the Airbus WAMCA proceedings.
Just like Airbus, FCIRS did not convince the court it had enough investors to meet the WAMCA threshold. Also, in both instances, Dutch courts took a strict approach at the admissibility stage, declaring the claim foundations inadmissible before the cases ever reached the merits.
5. The Bigger Picture: Where Do Foundation-Driven Opt-Out Securities Claims Go from Here?
With Airbus and now Stellantis both declared inadmissible, the track record for opt-out securities actions under WAMCA is hardly encouraging. Dutch courts have made it clear that they will strictly enforce the safeguards on representativeness, governance, and independence and that shortcomings cannot be patched up later in the process.
For institutional investors, the lesson is straightforward. The threshold set by Dutch courts for opt-out securities actions is high and uncertain, making funded opt-in litigation generally the more attractive option. These models allow investors to retain greater control, provide more certainty on admissibility, and often move more efficiently toward a judgement on the merits.
It can therefore be expected that a proportion of institutional investors will continue to view opt-in approaches as the safer and more practical route for recovery.
Both the Airbus foundations have already filed appeals, and FCIRS has indicated it is considering an appeal and will inform its constituency in due course. While, in theory, these decisions might still be overturned on appeal, I do not expect this to happen.
The Stellantis case reinforces that Dutch courts are serious about their gatekeeper role: only the strongest and best-prepared foundations will ever make it past the starting line.
6. Concluding remarks
At Deminor, we support investors in recovering their losses through funded litigation across the globe.
We know that collective securities litigation is never a “one-size-fits-all” matter, whether in the Netherlands or abroad. That is why we carefully evaluate each case on its own merits, choosing the correct jurisdiction, the most effective litigation structure - opt-in, opt-out, model proceedings, test cases, or combinations thereof - while bringing together the most qualified internal and external experts to ensure the highest chance of success.
Our approach is grounded in thorough analysis and balance, which has translated into an unparalleled track record with an approximate 80% success rate.
If you would like to discuss the Stellantis case, the Airbus case, or any other collective securities matter, please feel free to reach out to me.
Written by:
Joeri Klein
Co-Head of Investment Recovery & General Counsel Netherlands
