Inquiry proceedings

Inquiry proceedings before the Dutch Enterprise Chamber

Inquiry proceedings are a powerful tool in Dutch corporate disputes. They allow shareholders, directors and other eligible parties to ask the Enterprise Chamber of the Amsterdam Court of Appeal to investigate the policy and affairs of a Dutch company.

These proceedings are often used where there are serious concerns about governance, deadlock, shareholder conduct, information rights, conflicts of interest or decisions that may harm the company. The Enterprise Chamber can act quickly and, where necessary, order immediate measures such as the suspension of directors, the appointment of an independent director or the temporary transfer of shares to a custodian.

Legal update: WAGEVOE

Since 1 January 2025, the Dutch rules on shareholder disputes have changed under the WAGEVOE: the Act amending the dispute resolution rules and clarifying admissibility requirements for inquiry proceedings. The reform makes it easier to combine inquiry proceedings with shareholder exit or squeeze-out disputes before the Enterprise Chamber.

This is important in practice. A dispute before the Enterprise Chamber is no longer only about temporary governance measures or an investigation. In suitable cases, it may also become part of a broader strategy to achieve a more permanent solution, such as the forced transfer of shares or an exit of a shareholder.

Principles of Dutch inquiry proceedings

Dutch inquiry proceedings are a specialised corporate litigation procedure before the Enterprise Chamber of the Amsterdam Court of Appeal. They are designed to investigate and remedy serious concerns about the policy and affairs of a Dutch legal entity, such as a B.V., N.V., cooperative or foundation.

The procedure is based on a two-stage structure. First, the Enterprise Chamber decides whether there are well-founded reasons to doubt the proper policy or affairs of the company. If so, it may order an investigation. Second, after the investigation report, the Enterprise Chamber may determine whether there has been mismanagement and impose final measures.

A key feature of inquiry proceedings is speed. The Enterprise Chamber can order immediate measures at an early stage, even before an investigation has taken place. These measures may include the appointment of an independent director, suspension of directors, temporary transfer of shares to a custodian, suspension of voting rights or temporary deviation from the articles of association.

Inquiry proceedings are often used in shareholder and governance disputes, including deadlocks, information disputes, conflicts between founders and investors, abuse of majority power, minority shareholder oppression, boardroom conflicts and post-acquisition disputes.

For international clients, Dutch inquiry proceedings are particularly relevant where a Dutch B.V. or N.V. is used as a holding company, investment vehicle or joint venture company. The Enterprise Chamber offers a specialist forum that can intervene quickly in governance disputes involving Dutch companies.

Since the introduction of WAGEVOE, Dutch shareholder disputes can in certain cases be handled more effectively. The reform allows inquiry proceedings to be combined more closely with shareholder exit or squeeze-out disputes, making the Enterprise Chamber an even more important forum for resolving corporate conflicts in the Netherlands.

Relevance for international clients

Inquiry proceedings are particularly relevant for international shareholders, investors, founders and joint venture partners with interests in a Dutch B.V. or N.V. Many international structures use a Dutch company as a holding company, investment vehicle or joint venture entity. If governance breaks down, the Dutch Enterprise Chamber may provide a fast and specialist forum.

The purpose of the Enterprise Chamber is not only to resolve a dispute between shareholders. Its broader role is to safeguard the proper functioning of the company and its business. The Enterprise Chamber looks at the interests of the company, its stakeholders and the continuity of the business. This makes inquiry proceedings especially useful where a corporate conflict threatens decision-making, governance or the stability of the enterprise.

The Enterprise Chamber has far-reaching powers. It can order an investigation into the company’s affairs and, where necessary, impose immediate measures. These measures may include suspending directors, appointing an independent director, transferring shares to a temporary custodian, suspending voting rights or temporarily deviating from the articles of association.

For international clients, this can be a decisive advantage. The Enterprise Chamber can intervene quickly in Dutch corporate structures, even where the underlying dispute has a cross-border background. Examples include disputes between founders and investors, conflicts in international joint ventures, minority shareholder oppression, information disputes, boardroom deadlock and post-acquisition governance issues.

About

This website is an M&A, venture capital and private equity insights platform and personal knowledge page of Dirk de Waard. This page provides a practical overview of Dutch inquiry proceedings before the Enterprise Chamber and their relevance for international shareholders, investors, founders and directors involved in Dutch corporate structures.

Dirk de Waard advises on corporate law, M&A, venture capital, private equity and shareholder governance matters as a partner at VentureLawyers. For legal advice on a specific shareholder or governance dispute involving a Dutch company, please contact Dirk through his professional profile.

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