A shareholder wants an inquiry into how — PE sponsor

# A shareholder wants an inquiry into how the company is run with a private equity sponsor on the cap table

You are at the fork where a shareholder in a company that carries a private equity sponsor on the cap table wants an inquiry into how the company is run. Three routes are open: a contractual information request, a formal inquiry request at the Enterprise Chamber, or a dispute under the shareholders' agreement. Waiting weakens all three equally.

What happens if you do nothing

The information gap between you and the board widens with every quarter that passes. Board minutes, emails and management accounts that would support a request today get thinner, get lost, or get reframed in hindsight. If the shareholders' agreement with the PE sponsor carries an option, put or exit date, that date does not move to accommodate a later request. Silence is read, later, as acquiescence, and it is used against a request that comes after the fact.

The three routes open to you

Each route suits a different stage of the disagreement and pulls in a different set of actors. The table sets out who acts, what drives the cost, and how long each route runs in practice.

Route	Who acts	What drives the cost	Time
Information request under the shareholders' agreement or the articles	You, your adviser, the board	Adviser time only, no court fee	Weeks, depending on cooperation
Inquiry request (enquêteprocedure, inquiry proceedings) before the Enterprise Chamber	You, Dutch-qualified counsel of record, the Enterprise Chamber, an appointed onderzoeker (investigator) if ordered	Court fee, translation of exhibits not already in Dutch, the investigator's costs if one is appointed	Months to a first hearing, longer to a completed inquiry report
Dispute under the resolution clause in the shareholders' agreement	You, the PE sponsor, an arbitrator or mediator named in the agreement	Arbitrator or mediator's fee, no public filing	Set by the agreement, typically months

The first route costs the least and settles nothing if the board is uncooperative. The second is the only one that can compel disclosure and, where the Enterprise Chamber orders it, place an investigator inside the company. The third stays private but is limited to breach of the agreement itself, not to the underlying conduct.

The deadline that runs

Dutch law does not set a fixed limitation period for an inquiry request under the applicable Dutch rules, but the Enterprise Chamber weighs how recent the conduct is when it decides whether there are reasonable grounds to doubt correct policy. A request built on events from several years ago is weaker than one built on the last two quarters. Separately, and often the sharper deadline in practice: any option, put, refinancing or exit date fixed in the shareholders' agreement with the PE sponsor runs regardless of where the inquiry stands.

What we would need to see before advising

The shareholders' agreement and any side letters with the PE sponsor
The current cap table and the voting and consent rights attached to each class
Board minutes and correspondence that record the concern you are raising
The articles of association and any prior formal information request and its answer
Any option, put, drag-along or exit clause with a date attached

The decisions that stay with you

Whether to raise the concern informally first, or go straight to a formal request, is yours to weigh against how much warning you want to give the board. Whether to involve the PE sponsor's own advisers before filing, or after, changes the tone of everything that follows. Whether to seek interim measures alongside an inquiry request, rather than the inquiry alone, is a tactical choice that depends on what is at risk before a report could be finished.

What this does not cover

It does not cover a claim for damages against directors or the PE sponsor; that runs as a separate action.
It does not cover disputes that are purely about contract price or valuation, without a governance question behind them.
It does not cover enforcement outside the Netherlands, or a Dutch court's jurisdiction over a non-Dutch holding entity.
It does not tell you whether your specific facts meet the standing threshold; that is assessed on your documents, not in general.

Questions

Does a PE sponsor's position on the cap table change who can request an inquiry?

Standing to request an inquiry depends on the size of your shareholding and the voting rights attached to it under the applicable Dutch rules, not on who else holds shares. A PE sponsor holding a majority does not remove your standing if your own holding clears the threshold that applies to the company's capital.

What happens to the shareholders' agreement while an inquiry request is pending?

The agreement stays in force. An inquiry request does not suspend contractual obligations, option dates or consent rights under it. Where you want those suspended, that has to be sought separately as an interim measure before the Enterprise Chamber, not assumed as a side effect of filing.

Can the PE sponsor block a request by invoking a drag-along or lock-up clause?

A contractual clause cannot remove your statutory standing to request an inquiry, but it can affect what remedy makes practical sense once you have it. This is exactly the kind of interaction a scoping call is for, before a request is drafted.

What is the cost driver if the Enterprise Chamber appoints an investigator?

The investigator's fee is set and approved by the Enterprise Chamber itself, not agreed between the parties, and is charged separately from the court fee. The company usually advances it, subject to the Chamber's order on who ultimately bears it.

Does an inquiry request stop a scheduled exit or refinancing?

Not automatically. If a sale, refinancing or option exercise is scheduled and you want it paused, that has to be requested as an interim measure alongside the inquiry request, argued on its own facts, and decided by the Dutch court hearing the matter.

About this brief

Sanne de Wit — Structures, holding and tax. Advises on cap table disputes and governance questions in structures that carry an institutional or private equity sponsor.

Where to take this next

Bring the shareholders' agreement, the cap table and the correspondence that records your concern to a 30-minute scoping call; you leave it with the route that fits your facts and what each one needs from you next. A structure report maps the current cap table and control chain against the register before you file anything, and sets out delivery time once ordered.

A shareholder wants an inquiry into how the company is run with a private equity sponsor on the cap table