# Life sciences: how governance actually works here
In Dutch life sciences companies, governance turns on control of intellectual property and marketing authorisation, rather than on cash flow. Boards and investors negotiate veto rights over licensing, milestones and out-licensing. A founder without a board seat can still be a policy-determining person, and that changes who actually decides.
Why this arises in life sciences
The value of a life sciences company sits in a patent portfolio, a clinical data set or a marketing authorisation file, not in recurring revenue or physical stock. Because that value is intangible and staged, contracts do the work company law usually does elsewhere. A shareholders' agreement, a licence or a development collaboration allocates decision rights around each regulatory milestone, and those allocations can matter more than what the articles of association say about the board.
Many life sciences entities in the Netherlands start as an academic spin-out. The founder retains scientific control long after a formal board is appointed around them, and an investor who financed the programme wants a veto before that control reaches a milestone that triggers payment or a change of ownership in the underlying licence.
The mechanics in short
A Dutch life sciences BV is governed, on paper, like any other private limited company: a board, sometimes a supervisory board, and a shareholders' meeting. The question that matters for corporate law and governance is where the real decision sits once you add a scientific advisory board, a licensing agreement with milestone triggers and an investor with contractual veto rights.
The scientific advisory board has no statutory standing. It advises the board; it does not decide, however much weight the board gives its recommendation in practice. The shareholders' agreement is usually where actual control moves: a veto over an out-licensing deal, a consent right before starting a pivotal trial, a step-in right if a development milestone is missed. None of this appears in the Trade Register.
The founder who directs the science, sets the trial protocol and negotiates with a licensing partner can meet the description of a policy-determining person even without holding a board seat under Dutch law. That status carries its own consequences, and it is the single fact most often missed when a life sciences company is financed or sold.
The pattern specific to this sector
Three features recur here and do not appear the same way in other sectors. First, the core asset is a licence, not a contract for services or a lease: a Dutch life sciences company's most valuable document is usually an IP licence or assignment from a university or a co-inventor, often carrying a reversion clause if development stalls.
Second, governance triggers are regulatory events, not financial ones. A missed clinical trial phase, a refused or withdrawn marketing authorisation, or a safety signal can activate a contractual step-in right, a board reshuffle clause or a change-of-control provision that has nothing to do with turnover or insolvency.
Third, the same clinical or genetic data set that carries the company's value also carries separate data protection duties that sit alongside, and sometimes above, ordinary corporate governance. A governance review of a life sciences target that stops at the articles of association and the Trade Register extract has not looked at the document that actually controls the company.
This is different from, for example, governance patterns in logistics and transport, where control typically follows the asset fleet and the financing on it, not a regulatory milestone.
What to check before you rely on the structure
Before financing, acquiring or licensing into a Dutch life sciences entity, establish four things: who legally holds the IP and on what terms it reverts; whether the shareholders' agreement gives anyone a veto the articles of association do not disclose; who, in substance, directs the science and the regulatory strategy regardless of board title; and whether a pending regulatory decision would trigger a contractual change of control.
This is the same discipline as reviewing a target before a share transfer, applied to a sector where the controlling document is a licence rather than a lease or a supply contract. If a licensing dispute later reaches a Dutch court, the limitation period that applies follows the general civil law rules, the same analysis that governs limitation periods in real estate disputes, sector notwithstanding.
Governance layers in a life sciences company
| Layer | Body or holder | Formal standing | What it actually decides |
|---|---|---|---|
| Statutory board | Board (bestuur) | Full statutory authority | Day-to-day management, statutory filings |
| Supervisory body, if present | Supervisory board (raad van commissarissen) | Statutory oversight | Approval of specified board decisions |
| Scientific advisory board | Advisory panel | No statutory standing | Advises the board; does not bind it |
| Shareholders | General meeting | Statutory reserved powers | Appointment, amendment of articles, specified consents |
| Investor veto | Party to shareholders' agreement | Contractual only | Licensing, milestone and out-licensing decisions |
| Founder in substance | Individual, board seat not required | Factual, not formal | Direction of science and regulatory strategy |
What this does not cover
- The regulatory approval procedure itself, before the applicable medicines authority or under the relevant EU route.
- Data protection duties attached to clinical or genetic data sets, which sit alongside governance and are not addressed here.
- Employment terms for scientific staff.
- Cross-border licensing structures where the licensor or licensee sits outside the Netherlands.
- Tax treatment of milestone and royalty payments.
Questions
Does a scientific advisory board have formal power under Dutch law?
No. It advises the board. It has no statutory standing and cannot bind the company, however heavily the board relies on its recommendation in practice.
Can a founder be a policy-determining person without holding a board seat?
Yes, if in substance the founder directs company policy, for example by controlling the science and the regulatory strategy. The label on their contract does not decide this; their conduct does.
Does a pending marketing authorisation decision affect who controls the company?
It can, but only where a shareholders' agreement or licence makes that decision a trigger. Nothing in company law itself ties governance to a regulatory outcome.
Author
Sanne de Wit advises on structures, holding arrangements and tax. She works on how governance and ownership actually sit inside a Dutch corporate group, life sciences groups among them.
Related reading
For the liability question this raises directly, see liability of policy-determining persons.
Where the structure needs to be mapped before you act, a structure report sets out who holds what and on what terms, drawn from the Trade Register and the documents supplied, at a fixed price. The wider the corporate practice covers governance questions of this kind for Dutch entities generally.
Last legal review: 2026-09-28