A supervisory board member wants access — 50/50 JV

# A supervisory board member wants access to the deal file in a fifty-fifty joint venture

When a supervisory board member is refused access to a deal file, the fork is between escalating inside the company and going to a Dutch court. Internal escalation is cheaper and keeps the relationship workable; an external route is faster and puts the refusal on the record. In a fifty-fifty joint venture, internal escalation stalls whenever the two shareholder camps disagree, and only the external route breaks a genuine deadlock.

What happens if you do nothing

If the request goes unanswered, the supervisory board member cannot discharge the oversight duty that the appointment carries. Any decision taken by the board without the underlying file exposes the whole supervisory board, not only the appointee who asked, to a claim of inadequate supervision. In a fifty-fifty joint venture, silence also freezes the deadlock in place: the side that controls the file keeps the informational advantage, and the other side's appointee has no lever beyond repeated requests. Doing nothing does not preserve a neutral status quo, it entrenches one shareholder's position over the other.

The routes

Route	What it takes	Time	Cost driver	What it gives you
Written request escalated to a supervisory board resolution	A formal request under the board's own governance rules, followed by a resolution recording either delivery or refusal	Days to a few weeks, tied to the board's own meeting cycle	Internal only, no court fees, the time of the board and its advisers	A documented refusal that is useful evidence later, but no power to compel disclosure
Kort geding (interim relief proceedings) before the Dutch court	A summons seeking an order to disclose the file, argued on urgency	Typically weeks once the summons is filed	Court fees and the complexity of the urgency argument, not the size of the joint venture	An enforceable order limited to the question of access, leaving the underlying dispute untouched
Inquiry request to the Ondernemingskamer (Enterprise Chamber)	Grounds to doubt proper policy or conduct at the company, standing as the fifty per cent shareholder or its appointee	Longer than kort geding, no fixed period	Court fees, plus the disclosure that becomes public once proceedings open	An onderzoeker (investigator) appointed with power to obtain the file directly, and a ruling on the conduct itself

What decides between them

Urgency decides first: if a transaction in the deal file is about to sign or close, kort geding is built for that timetable and the Enterprise Chamber is not. Whether the working relationship needs to survive decides second: an internal resolution is reversible, a public inquiry request is not. Standing matters in a fifty-fifty structure specifically, because each shareholder typically has the standing to bring an inquiry request in its own right, without needing the other side's cooperation, which is precisely why deadlocked joint ventures end up there. If the refusal looks like an isolated access problem rather than a pattern, the internal route is proportionate; if it sits alongside other signs of the board being run for one shareholder's benefit, the inquiry route addresses the pattern, not just the file.

The deadline that runs

No public statutory period governs how quickly a refusal must be answered before the courts will intervene: the applicable Dutch rules leave this to the circumstances, and any deadline you are working to in practice comes from the transaction itself, not from a fixed number of days. If the deal file relates to a signing or closing date, that date is the real deadline, because a court order obtained after the fact does not undo a signed transaction. Where a claim for damages might eventually follow from the refusal, ordinary limitation periods apply, but no specific figure is confirmed here, and you should check the current position on your facts before you rely on any period you have been told.

Evidence to secure now

Keep every written request and every response, including the absence of one, with dates intact. Pull the joint venture agreement and the supervisory board's own rules of procedure, since the appointee's information right is usually shaped by these documents as much as by general company law. Record who at management level physically holds the deal file and who instructed that it be withheld, because that instruction is itself a fact a court will ask about. Note whether the other shareholder's appointees on the supervisory board have seen the file, since unequal access between appointees is a stronger fact than a blanket refusal to the whole board.

Cost drivers

Court fees apply to both kort geding and an inquiry request and are set by the court, not by the size of the joint venture or the value of the deal in the file. The main driver of total cost is not the fee itself but the volume of work: how many hearings, how much translation of the deal file, and whether the other shareholder contests standing or urgency. No public rate for legal representation is published anywhere, and none is quoted here.

What we would do in the first week

Confirm in writing what was requested, from whom, and what response followed, and fix those facts before memory softens them. Check the joint venture agreement and the supervisory board's rules for any internal escalation step that has to be exhausted first. Map the deal timetable against the two court routes to see which one still fits before the transaction moves. Decide, on that basis, whether the fifty-fifty structure makes internal resolution realistic or whether the deadlock has already made it academic.

What this does not cover

The information rights of an ordinary shareholder who is not on the supervisory board: those rest on a different basis and are not addressed here.
Access disputes inside joint ventures that are not fifty-fifty, where one side already has a tie-breaking vote.
Criminal law aspects of withheld documents, and any tax filing consequence of the underlying deal.
Enforcement of a Dutch order in a jurisdiction outside the Netherlands, which depends on that jurisdiction's own recognition rules.

Questions

Does a supervisory board member have an independent right to see the deal file?

Dutch law gives supervisory board members an information right tied to the oversight task, but its exact reach depends on the company's own governance documents and the nature of the file requested.

Can one shareholder in a fifty-fifty joint venture bring an inquiry request alone?

Standing for an inquiry request is usually assessed by shareholding, not by unanimity, so a fifty per cent holder or its appointee typically does not need the other side's agreement to apply.

Does going to the Enterprise Chamber make the dispute public?

Yes, an inquiry request and its outcome become part of the public record, which is a material difference from an internal board resolution or a settled request.

This analysis is maintained by Sanne de Wit, whose responsibility zone covers structures, holding and tax within governance disputes of this kind. Related questions on change-of-control mechanics in joint ventures, such as when a tag-along clause was ignored on a change of control, sit within the same practice: corporate law and governance. Deadlock and disclosure problems of this kind are one input into a wider reorganisation question, covered under group reorganisation. Where the file itself is the object of doubt, a structure report sets out the corporate map behind it, including who holds what and how the board is composed, without addressing the merits of any refusal.

A supervisory board member wants access to the deal file in a fifty-fifty joint venture