Hyperion share ownership case: Brussels appeal decision and the future of AmigaOS

On 9 February 2026, the Brussels Court of Appeal delivered its judgment in a dispute concerning the ownership of shares in Hyperion Entertainment. The case formed part of the bankruptcy proceedings surrounding Ben Hermans BV and focused on a crucial question: who actually owned the majority of Hyperion’s shares at the moment that company went bankrupt. The court ultimately confirmed an earlier ruling from the Dutch-speaking Enterprise Court of Brussels, issued on 5 November 2024. That earlier decision had concluded that Ben Hermans BV was the lawful owner of 2,165 shares in Hyperion Entertainment when it was declared bankrupt on 19 March 2024. As a result, those shares belong to the bankruptcy estate and can be realised by the appointed curators for the benefit of the creditors. The appeal was brought by Ben Hermans personally. He asked the court to overturn the earlier judgment and argued that most of those shares had already been transferred before the bankruptcy took place.

At the heart of the dispute were several alleged share transactions that Hermans said had taken place during 2023. According to him, on 7 September 2023 he personally acquired 2,135 shares in Hyperion Entertainment from his own company, Ben Hermans BV. In addition, he claimed that 20 shares had been transferred earlier that year to Jean-François Bachelet and that another 10 shares belonged to Alexandre Balaban following a separate transaction. If these transfers were valid, the majority of the shares would no longer have belonged to Ben Hermans BV at the time of the bankruptcy. In that case, the curators would not have the right to treat them as part of the bankruptcy estate. The curators strongly disputed this version of events. Their argument was straightforward: even if such transactions had been agreed between the parties, they could only be enforced against creditors if they had been properly recorded in Hyperion’s official share register before the bankruptcy. Belgian corporate law is very clear on this point. A transfer of shares becomes enforceable against third parties only when it is formally entered in the company’s share register. In a bankruptcy situation this rule becomes even more critical. If the registration cannot be proven to have occurred before the bankruptcy date, the transfer cannot be invoked against the creditors. For that reason, the entire case revolved around the reliability of Hyperion Entertainment’s share register.

During the proceedings in the lower court, only a copy of the register was available. That copy showed its last entry in November 2019, when Ben Hermans transferred 2,165 Hyperion shares to his company, Ben Hermans BV. After that transaction, the company appeared as the owner of those shares, and Hermans himself no longer held them personally. During the appeal proceedings, however, Hermans produced what he said was the original share register. According to him, the document had been rediscovered in the archives of a former law firm. This original register contained two additional entries that had not appeared in the earlier copy. One entry recorded a transfer of 20 shares to Bachelet dated 15 March 2023. Another entry recorded the transfer of 2,135 shares to Hermans personally dated 7 September 2023. These entries were essential to Hermans’ case, since they would show that the transfers had been registered before the bankruptcy. The court, however, found several inconsistencies that raised serious doubts about the credibility of these entries. Throughout earlier stages of the legal proceedings, Hermans had repeatedly stated that the share register had been lost. According to his earlier statements, this was the reason why the share transfers had not been recorded. The later appearance of a register that supposedly contained those registrations created an obvious contradiction.

The court found it difficult to believe that Hermans would simply have forgotten recording such important transactions while arguing at the same time that the register had been missing for years. Additional contradictions appeared in other documents presented during related legal proceedings in 2023. In those documents, Hyperion itself had submitted a copy of the share register that still showed no entries after 2019. Yet according to Hermans, the transfers to Bachelet and himself had already taken place months earlier. Taken together, these discrepancies significantly undermined the reliability of the alleged registrations. The court also examined the broader corporate context in which the transactions supposedly took place. At the time, Ben Hermans BV was not only the main shareholder of Hyperion Entertainment but also its sole director. Ben Hermans acted as the company’s permanent representative. In practice this meant that Hermans controlled both sides of the transactions: the company that was selling the shares and the person who claimed to have bought them. Belgian corporate law contains strict rules to deal with such conflicts of interest. The court found no evidence that these procedures had been followed. There was no proof that the company had formally approved the transfers, that other shareholders had been informed, or that the alleged new shareholders had been properly accepted according to the company’s statutes.

The same concerns applied to the supposed transfer of shares to Bachelet, which allegedly took place as part of the repayment of a loan through conversion into shares. After reviewing all the evidence, the Court of Appeal reached the same conclusion as the lower court. The entries in the share register dated March and September 2023 could not be considered reliable proof that the transfers had been registered before the bankruptcy. There were strong indications that the entries may have been added later than the dates written in the register. Because of this, the transfers were not enforceable against the creditors of the bankrupt company. The court therefore rejected the appeal and confirmed the earlier judgment in full. Ben Hermans BV was the lawful owner of 2,165 Hyperion Entertainment shares at the moment of its bankruptcy, and the curators are entitled to realise those shares for the benefit of the creditors. The court also ordered Hermans to hand over the original share register to Hyperion Entertainment so that it can be kept at the company’s registered office, as required by law. In addition, he was ordered to pay the legal costs of the appeal.

While the ruling is primarily about share ownership, it could have wider implications for Hyperion Entertainment itself. Because the disputed shares are now confirmed to belong to the bankruptcy estate of Ben Hermans BV, the curators have the authority to sell. Since these shares represent a large majority stake in the company, their eventual sale could potentially lead to a change in ownership or control of Hyperion. Several outcomes are possible. The shares could be acquired by existing shareholders who wish to increase their influence within the company. Alternatively, they could be sold to an external investor interested in acquiring a significant stake in Hyperion Entertainment. Another possibility would be a negotiated restructuring in which the shares are redistributed among several parties. At this stage, the court’s ruling does not determine what will happen next. It simply confirms that the curators have the legal right to deal with the shares. For the Amiga community, the question that naturally follows is whether the ruling could affect the future of AmigaOS development. Hyperion Entertainment is best known as the company responsible for the development and maintenance of AmigaOS 4 and classic. Because of that role, legal disputes involving the company often raise concerns about the long-term stability of the platform. The ruling itself does not directly affect the development of AmigaOS. It does not address software rights, licensing, or development work. The judgment deals strictly with the ownership of shares and the rights of the bankruptcy curators. However, the outcome could still have indirect consequences.

If the shares are eventually sold, the ownership structure of Hyperion Entertainment could change. New shareholders might bring additional financial resources, new management priorities, or a different strategic direction for the company. In a positive scenario, this could lead to renewed investment and stronger support for future development. On the other hand, any change in ownership can also bring a period of uncertainty while new arrangements are negotiated and implemented. For developers and users in the Amiga ecosystem, stability has always been important. Software development projects rely on continuity, clear licensing arrangements, and predictable corporate structures. A clear ownership situation can therefore be beneficial in the long term. For now, the Brussels Court of Appeal’s decision mainly brings legal clarity to the dispute over the Hyperion shares. The court confirmed that the earlier ruling was correct and that the shares belong to the bankruptcy estate of Ben Hermans BV. What ultimately happens to those shares — and whether that leads to changes inside Hyperion Entertainment — will depend on the next steps taken during the bankruptcy process. For the Amiga world, it is another reminder that the platform’s future is shaped not only by technology and enthusiasts, but sometimes also by the outcomes of complex legal battles.

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