Can an Employee Refuse a New Role After Company Takeover?
Job changes after acquisition: what if an employee says no?
This case revolved around whether an employee is required to accept a new role after a company takeover causes their original position to disappear. The employee in question worked at Mammoet Transport B.V. and managed a business unit. After Mammoet was acquired, he was offered a new role as "advisor", a role he refused. Mammoet then stopped paying his salary. The employee went to court to claim continued salary payments, but lost the case.
The matter escalated to the Supreme Court, which clarified how both employers and employees must handle such situations with care.
What does the law say about changes to your role?
At the heart of this case lies Article 7:611 of the Dutch Civil Code. This article requires both employers and employees to behave as "good employer" and "good employee." But what does that mean in practice?
According to the Supreme Court, an employer may propose a reasonable change to the employment contract in response to changed circumstances, such as a merger or takeover. An employee may refuse such a proposal only if accepting it would be unreasonable under the circumstances.
When is a proposal considered ‘reasonable’?
Whether a proposal is reasonable depends on all the circumstances. The Supreme Court lists the following factors to assess:
the nature of the proposed change
its impact on the employee
the employer’s interest in the change
how carefully the proposal was prepared
In this case, Mammoet offered the employee a new, suitable position that preserved his salary and status. The change was based on legitimate business reasons following the acquisition. The court therefore concluded that the proposal was reasonable, and the employee was wrong to reject it.
What does this mean for employees?
You’re not required to blindly accept any role change. But if there are valid business reasons, like a reorganization, and the new position is reasonable compared to your previous one, you’re generally expected to cooperate.
If you refuse without good reason, you risk losing your right to salary. In the worst-case scenario, it could be treated as a refusal to work, potentially resulting in dismissal.
And for employers?
Employers must handle role changes with care:
Clearly document the reason for the change
Involve the employee early in the process
Offer an alternative that matches their experience, salary, and skills
Put everything in writing
Doing so shows that you are acting as a fair and responsible employer, essential if a dispute arises.
What if you disagree with the change?
If you're an employee and you object to the change, respond immediately and in writing. Clearly explain your position and be open to discussing alternatives. In some cases, court proceedings may be necessary, but these are typically a last resort.
Conclusion: reasonableness and consultation are key
The Supreme Court’s judgment confirms that changes to job roles aren't a one-way street. Employers can't make arbitrary changes, but employees also can’t simply refuse them. Reasonableness, dialogue, and a careful balancing of interests are crucial for both sides.
This blog was written by Mr. Stijn Blom
Employment law attorney at expatlawyer.nl B.V. Stijn has extensive experience in employment law and supports entrepreneurs on a daily basis with a wide range of employment law issues. From dismissal cases to drafting watertight agreements and regulations – with his practical and personal approach, he helps employers and employees move forward. Want to know more? Visit Stijn’s page.
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June 2025
