A Dutch court sided with hedge funds objecting to ABN Amro’s proposed sale of American subsidiary LaSalle Bank without a shareholder vote.

Christopher Hohn’s hedge fund firm The Children’s Investment Fund Management (TCI) has been pushing for ABN Amro to consider a bid by Royal Bank of Scotland, Banco Santander and Fortis to take over Amro and then presumably break up the Dutch bank. That offer is contingent, however, on Amro keeping the highly profitable LaSalle Bank.

ABN Amro head Rijkman Groenink instead favors a merger with Barclays, but the Barclays proposal involves the sale of LaSalle. Amro has moved to sell the American division without holding a shareholder vote, which has caused Hohn to call for Groenink’s resignation. TCI has already proven it has significant shareholder backing, as it got four of its five proposals passed at Amro’s last general meeting, over the objections of the board.

On Thursday, the Enterprise Chamber of the Amsterdam Appeals Court ruled ABN Amro could not continue with a sale of LaSalle without the prior approval of shareholders. Amro says it is studying the details of the full decision and is seeking clarification from the court. While the company has already agreed to sell LaSalle to Bank of America, it would like to be able to solicit other bids for the division during a go shop period.

Now, however, Bank of America is suing ABN Amro in a U.S. court, accusing Amro of breach of contract. B of A claims it reached an agreement with Amro on the condition the deal would not have to be approved by shareholders. The bank had agreed to buy LaSalle for $21 billion.

As if ABN Amro did not have enough legal troubles, the Enterprise Chamber ruled against the bank in a separate matter, convicting both Amro and Goldman Sachs of misleading investors in 2000 during the initial public offering of World Online. The Dutch shareholders association VEB estimates about 150,000 shareholders lost money on the IPO. The ruling clears the way for them to now seek compensation for the approximately €6 billion ($8.2 billion) they lost when World Online’s stock tanked.