# A supervisory board member wants access to the deal file in a family-owned company
A supervisory board member denied sight of the deal file has two live routes: a written information request resting on the statutory oversight duty, and, if that request is refused or delayed, an inquiry request to the Ondernemingskamer (Enterprise Chamber). In a family-owned company the fork is sharper, because the family that controls the management board often also holds a majority of the supervisory seats. This brief sets out what each route takes, how long it runs, and what it actually gives you.
What happens if you do nothing
Doing nothing is not a neutral position under Dutch law. A supervisory board member carries a personal duty to supervise the management board's conduct of the company's affairs in the corporate law and governance sense, and that duty does not pause because access to a specific file is refused. If the transaction proceeds without your review and later causes loss, the absence of any recorded request weakens the argument that you exercised proper oversight. In a family-owned structure, silence on your part is also routinely read by the family members sitting on both boards as consent to the deal as presented.
The routes
| Route | What it takes | Time | Cost driver | What it gives you |
|---|---|---|---|---|
| Internal request and escalation | A written request citing the oversight duty, escalated to the full supervisory board or the general meeting if refused | Days to a few weeks | Internal time only; no court fee | Either the file itself, or a documented refusal you can rely on later |
| Kort geding (interim relief proceedings) for a disclosure order | An urgent application naming the documents sought, brought before the Dutch court | Typically weeks | A court fee for interim relief proceedings applies; no attorney rate is stated here | A binding order to disclose the named documents, enforceable on pain of a penalty |
| Inquiry request to the Enterprise Chamber | A petition showing well-founded reasons to doubt correct policy, conducted with Dutch-qualified counsel of record | Months, not weeks | A court fee for inquiry proceedings applies | An appointed investigator with access to the file, and a basis for provisional measures |
What decides between them
Three questions separate the routes. First, do you need the documents themselves, or do you need the board's conduct examined and, if warranted, corrected. Second, how much time does the deal timetable leave you: an internal request that a family-controlled board can simply outwait is not a route at all if the deal closes next week. Third, whether preserving the working relationship inside a family-owned company still has value to you, because an inquiry request is public and adversarial in a way a written request is not. If the family board member controls both the management seat and a supervisory majority, internal escalation rarely produces disclosure on its own and functions mainly as the paper trail the later routes will need.
The deadline that runs
There is no fixed statutory period within which a supervisory board member must request access before the right lapses; the practical deadline is set by the transaction itself. If a supervisory board resolution or a shareholders' meeting approving the deal is scheduled, that date is your working deadline: a request filed after approval carries far less weight. For kort geding, urgency has to be shown to the court at the point of filing, so delay in requesting disclosure can itself weaken the application. For an inquiry request, there is no calendar deadline, but the Enterprise Chamber weighs how recently the disputed conduct occurred, so a request lodged long after the deal has closed is a materially weaker case than one lodged while the file is still live.
Evidence to secure now
Secure the written request and any refusal, dated and preferably by email rather than a verbal exchange. Keep the board minutes recording that the request was raised and how it was answered, even if the minute itself is brief. Obtain the agenda and any circulated materials for the meeting at which the deal is due to be approved, whether or not you attended. Record, in your own note, which individuals sit on both the management board and the supervisory board, since that overlap is the fact the later routes will turn on. A structure report that sets out the formal shareholding and directorship lines across the group corroborates what is otherwise your own account of family control.
Cost drivers
The internal request costs nothing beyond your own time and carries no court fee. Kort geding carries a court fee for the interim relief application, and the total time the matter takes is driven by how contested the urgency and the scope of disclosure are, not by the length of the file. An inquiry request carries a court fee for inquiry proceedings, and its duration is driven by the scope of the investigation the Enterprise Chamber orders once the petition is admitted, not by anything the applicant controls directly. None of these figures reflect a specialist rate, and none is stated here as a fixed sum, because the amount that actually applies depends on facts this brief does not have.
What we would do in the first week
Put the request in writing immediately, citing the oversight duty rather than personal curiosity about the deal. Record any refusal or non-response formally, with a date, rather than letting the exchange remain verbal. Check the deal timetable against the deadline above and decide, on that basis alone, whether an internal escalation still has time to work or whether kort geding is the only route that fits the calendar. Commission a structure report to map the overlap between the management board and the supervisory board before deciding whether the Enterprise Chamber route is proportionate. If a court application of either kind is likely, begin the search for Dutch-qualified counsel of record in that same week, not after the deadline has passed.
Related governance disputes inside family-owned companies show a similar pattern of the same individuals appearing on both sides of the transaction: see, for example, a tag-along clause ignored in a change of control, or, further downstream, a parent instructing a decision that harmed creditors. Where the counterparty on the other side of the deal is itself family-controlled from abroad, the same access problem can arise through a pre-pack sale that hands the business back to the old management. Where the deal file involves a counterparty outside the Netherlands, a comparable check on the other side is a beneficial owner check on a Belgian counterparty.
What this does not cover
- This brief does not cover the position of a supervisory board member of a listed company, where separate disclosure and market abuse rules apply.
- It does not cover a dispute about the content of the deal itself, only about access to the documents describing it.
- It does not cover removal of a supervisory board member as a defensive response, which is a separate governance question.
- It does not state a court fee, a statutory period or a specialist rate in figures, because no confirmed figure for this specific point is available at the time of writing.
- It does not cover jurisdictions outside the Netherlands; the routes described apply to a Dutch company under Dutch law.
Questions
What counts as "well-founded reasons to doubt correct policy" for an inquiry request?
The Enterprise Chamber looks at concrete, documented indications that the company's affairs are being conducted improperly, not at a general sense of exclusion. A refusal to disclose a specific deal file, recorded in writing and repeated after a formal request, is the kind of documented indication that supports a petition, though the Chamber weighs the whole pattern of conduct, not one refusal in isolation.
Can the supervisory board member be removed for pursuing disclosure?
A supervisory board member cannot be removed simply for requesting information tied to the oversight duty, but in a family-owned company the family may attempt removal through the general meeting on other stated grounds. Documenting that the request was made in the exercise of the statutory oversight duty is the strongest protection against that risk being read as retaliation-proof.
Does the deal have to close before the Enterprise Chamber can act?
No. An inquiry request can be lodged, and provisional measures sought, while the deal is still pending, and doing so before closing is often the only way the measures have practical effect. Once the deal has closed, the Chamber can still investigate, but the remedies available narrow from prevention to correction and compensation.
Author: Eva Kuipers. Responsibility zone: governance and the Enterprise Chamber. Eva works on supervisory board disputes, information rights and inquiry proceedings in Dutch companies, including family-controlled structures.
For the transaction itself, the relevant service is exit and buyout advice. Where the open question is who actually controls the counterparty across the group, the starting document is a structure report, which sets out shareholding and directorship lines as recorded in the register.
Last legal review: 2026-10-07