# A supervisory board member wants access to the deal file when the counterparty sits outside the Netherlands
A supervisory board member who is refused sight of the deal file has three routes open: a written request under the statutory information duty owed by the management board, an application to the Ondernemingskamer (Enterprise Chamber) for an inquiry and provisional measures, or interim relief proceedings for production of documents. Which route fits depends on whether the file sits with the company itself or is held abroad by the counterparty, because a Dutch court order does not automatically reach a foreign holder.
What happens if you do nothing
If you take no step, the board continues to negotiate or close without your review, and your statutory duty of supervision is exercised without the information it depends on. Should the transaction later prove disadvantageous, a member who raised no objection and sought no access carries a weaker position when questioned on how supervision was exercised. Silence does not pause the deal: signing can happen, security can be granted and funds can move abroad while you deliberate.
The routes compared
| Route | What it takes | Time | Cost driver | What it gives you |
|---|---|---|---|---|
| Written request to the board | A formal letter invoking the statutory information duty | Days to a few weeks, depending on the board's response | Internal correspondence only, no court fee | A documented refusal or partial answer, the record the next step needs |
| Provisional measures via the Enterprise Chamber | A petition showing well-founded reason to doubt proper policy, plus a request for immediate measures | Weeks for the provisional order; the substantive inquiry runs longer | Court fee for the petition, higher where evidence must be gathered abroad | An order the board must comply with, and, where an investigator is appointed, a mandate reaching further than yours |
| Interim relief proceedings (kort geding) | A claim that access is urgent and no adequate alternative exists | A hearing typically within weeks | Court fee, plus service costs where the counterparty is made a party | An enforceable production order, but only against a party the Dutch court has jurisdiction over |
What decides between them
The choice turns on where the file physically sits and who holds it. If the company's own board has the deal file but withholds it, the written request and, failing that, provisional measures address the company directly. If the material sits with the counterparty abroad, an order against the Dutch company does not compel a foreign entity, and you need the counterparty joined as a party or reachable through the group's structure.
This is a question that sits inside corporate law and governance: the supervisory board's information right is a Dutch-law creature, but its cross-border reach is not. Where the deal involves a change of control and rights were bypassed, the fact pattern often overlaps with cases where a tag-along right was ignored on a change of control, and the same structural mapping applies there too.
The deadline that runs
No fixed statutory period attaches to a supervisory board member's access request in the way a shareholder's inspection right is timed. The clock that actually runs is the deal's own timetable: signing, the conditions to closing, and any deadline in the counterparty's own jurisdiction for objecting to the transaction. Once the deal closes, the evidentiary value of provisional measures falls sharply, because the Enterprise Chamber weighs urgency against what an order can still change. Where the group also carries separate solvency exposure, that clock can run in parallel and independently, as in situations where a group company is solvent while the rest is not and a deadline has already passed.
Evidence to secure now
Collect the correspondence in which access was requested and refused, and the minutes of any board or supervisory board meeting where the request was raised. Preserve informal exchanges: emails, draft term sheets or data-room extracts already shared with you, however partial. Map the counterparty's own corporate structure before deciding whether it, or an affiliate, is the entity that actually holds the file; a group map for a cross-border structure is the practical way to establish who that is before a petition names the wrong party.
Cost drivers
Court fees apply to the petition to the Enterprise Chamber and to interim relief proceedings; neither is waived for a governance dispute. Where the counterparty sits outside the Netherlands, translation of the deal file and formal service abroad add to the total, and the mandate is typically delivered with a contracted local processor rather than run entirely from the Netherlands. Volume of work scales with how many jurisdictions the group's structure touches, not with the value of the deal itself.
What we would do in the first week
Send the written request first, worded so it creates a clear record if refused. In parallel, map the counterparty's structure to establish which entity actually holds the file and whether a Dutch court has jurisdiction over it. Once the refusal is documented, decide whether provisional measures or interim relief proceedings fit the urgency, and whether the matter needs to be conducted with Dutch-qualified counsel of record from the outset given the cross-border element.
What this does not cover
- The separate inspection right of shareholders, which runs on different conditions and a different forum.
- Works council or employee information rights on the same transaction.
- The substantive inquiry into mismanagement once provisional measures have been granted.
- Enforcement of a Dutch order in the counterparty's home jurisdiction, which depends on that jurisdiction's own rules.
- Data protection analysis of moving the deal file across borders.
Questions
Can a supervisory board member apply to the Enterprise Chamber directly, without the board's consent?
Yes. A supervisory board member has standing to petition the Enterprise Chamber in their own right where the conditions for an inquiry are met under the applicable Dutch rules; the board's agreement is not a precondition.
Does it matter whether the counterparty is a company or an individual?
It affects service and enforcement more than the underlying access right. Serving an individual abroad and serving a foreign company follow different routes, which changes the cost driver rather than the substance of the claim.
Is the deal file privileged if it passed through the counterparty's own counsel?
That depends on whose privilege attaches and under which law it is claimed. This page does not resolve a cross-border privilege dispute; it is assessed case by case once the actual documents are identified.
Author
Sanne de Wit, structures, holding and tax. Sanne works on cross-border shareholding and group structures where governance rights and information duties collide with a foreign counterparty.
Next step
For the underlying governance mechanics behind an information dispute between board and supervisory board, see shareholders' agreements. Where a board's own filing conduct is separately in question, that is set out for the situation where annual accounts were filed late on a director's watch. Before any petition is drafted, a structure report sets out who holds what across the counterparty's group, which is the fact a petition to a Dutch court has to get right. If you need this decided against your own facts rather than in general terms, request a route note setting out which of these three routes fits your structure.
Last legal review: 2026-10-06