Life sciences: what a shareholder can force
A minority shareholder in a Dutch life sciences company can force disclosure of clinical trial data, regulatory dossiers and milestone calculations, not only the annual accounts, because these documents decide whether a funding tranche converts and how the cap table dilutes. The lever is a request for information at the general meeting, backed where refused by an inquiry request. This applies to biotech, pharma and medtech entities in the Netherlands with staged, milestone-linked funding, not to sector-neutral shareholder disputes.
Why this arises here
Life sciences companies fund research in tranches tied to a regulatory or clinical event: a positive trial readout, a marketing authorisation from College ter Beoordeling van Geneesmiddelen (CBG-MEB, the Dutch Medicines Evaluation Board), or a CE mark for a device. The trigger, not the calendar, decides when a convertible instrument converts and at what valuation. Founders and the scientific team on the board hold the only complete read of the regulatory file. A minority investor without a board seat depends entirely on what the board chooses to disclose, an asymmetry that does not arise in a company financed on ordinary equity rounds with calendar-based reporting.
The mechanics in short
Under Dutch law, a shareholder can request information at the general meeting, and directors and supervisory directors must answer unless a legitimate company interest weighs against disclosure. Refusal, or an answer that withholds the substance of a regulatory or trial outcome, is a fact a shareholder can put before the Ondernemingskamer (Enterprise Chamber), a specialised Dutch court with a dedicated inquiry jurisdiction. The inquiry procedure sits inside corporate law and governance: it examines whether policy has been conducted properly, and it can order an investigation, suspend a resolution or remove a director pending the outcome. None of this is specific to life sciences. What is specific is the type of document a shareholder will ask the Enterprise Chamber to compel.
The pattern specific to life sciences
Three features recur. First, the core asset is often a licence, not the underlying patent: the company holds exploitation rights under a licence from a university, a founder or a spin-off vehicle, so a shareholder-rights dispute can turn into a dispute over whether the licence itself remains in good standing. Second, milestone definitions in a shareholder or investment agreement are drafted around regulatory language, so whether "marketing authorisation" or "CE certification" has actually occurred becomes a factual and legal question decided against a dossier held by CBG-MEB or a notified body, not against a set of accounts. Third, staged rounds mean shareholder identity shifts as tranches close, so a holder diluted at signing may only acquire enforceable information rights from the date the relevant milestone crystallised, a date the board is best placed to dispute.
A comparable staged-funding pattern exists in logistics and transport, where shareholder rights turn on fleet financing covenants rather than regulatory milestones. The trigger differs; the underlying inspection right does not.
What to check
- Whether the shareholder or investment agreement defines the triggering milestone by reference to a specific regulatory act, and who certifies that it has occurred.
- Whether the core IP is owned by the company or licensed in, and whether the licence contains change-of-control or minority-consent clauses.
- Whether board minutes record a regulatory or trial outcome without circulating the underlying dossier to all shareholders.
- Whether a foreign investor's stake triggers a screening obligation under the Dutch investment screening regime for sensitive technology, alongside, not instead of, ordinary shareholder rights.
Where life sciences differs from a sector-neutral dispute
| Element | Sector-neutral position | Life sciences pattern |
|---|---|---|
| Core document in dispute | Annual accounts, board report | Clinical trial data, regulatory dossier, milestone certificate |
| Body that also touches the file | None beyond the company | CBG-MEB, a notified body, sometimes a university technology transfer office |
| Trigger for a funding event | Calendar date, financial covenant | Regulatory or clinical milestone |
| Asset at the centre of the licence question | Ordinary commercial contract | Patent licence from a founder or a university spin-off vehicle |
What this does not cover
- The substance of pricing and reimbursement decisions, or disputes with a health insurer.
- Product liability arising from a clinical trial or a marketed product.
- Patent validity or infringement; this is a shareholder-rights question, not an intellectual property one.
- Sector-neutral shareholder disputes with no regulatory or clinical milestone; those sit on the general shareholder-rights pages for the relevant sector.
Questions
Can a shareholder compel disclosure of clinical trial results before they are published?
A shareholder can request the information at the general meeting and escalate a refusal to the Enterprise Chamber through an inquiry request. Success turns on whether the board can show a legitimate company interest in withholding that specific data, not on the general commercial sensitivity of trial results.
Does a milestone dispute change who counts as a shareholder?
Yes. In structures where later tranches convert on a regulatory event, the cap table changes at conversion, and a party holding minority rights before the milestone may hold different or stronger rights afterwards. The shareholder agreement, not company law generally, fixes the mechanism.
Is the Enterprise Chamber the only route if the board withholds information?
No. An inquiry request is the escalation route once a request for information at the general meeting has failed or been refused without an adequate reason. It is a public procedure, which some shareholders weigh against a negotiated resolution.
For a Dutch entity heading toward a funding round or a tender where the cap table and IP position will be scrutinised, a structure report built for a pre-tender review sets out who holds what and where a licence or milestone clause creates a gap. Where a director sits through a trust office rather than in a personal capacity, the exposure is different again, as covered under liability of trust office directors. A staged-funding pattern with clawback exposure also arises outside life sciences, for instance in clawback claims in maritime and offshore financing, where the trigger is a charterparty milestone rather than a regulatory one.
This material sits within the corporate governance practice. Where the shareholder relationship needs mapping before a request is sent, a structure report sets out the entities, licences and instruments in one document, sourced from the register and the filed agreements.
Eva Kuipers writes on governance and the Enterprise Chamber, with a focus on shareholder disputes and board accountability in regulated sectors.
Where you need this mapped against your own cap table, route the question as a note: state the entities, the milestone in dispute and what has already been requested from the board.
Last legal review: 2026-09-28