Inquiry proceedings and foreign shareholders
Nexperia: from Philips subsidiary to geopolitical flashpoint
Nexperia is a semiconductor manufacturer based in Nijmegen. The company was originally part of Philips (later NXP Semiconductors). Since 2016 the shares have been held indirectly by a Chinese party; since 2019 that party is Wingtech Technology, listed on the Shanghai stock exchange, which holds them through Yuching Holding Limited, a company in Hong Kong.
Nexperia produces basic chips that are essential for the automotive industry and for devices such as telephones. Front-end production takes place in wafer fabs in Hamburg and Manchester; front-end production for the Chinese market among others is housed at WSS. Back-end assembly takes place in Dongguan (China), Cabuyao (the Philippines) and Seremban (Malaysia). With around 12,500 employees worldwide, of whom around 400 in the Netherlands, the company is deeply embedded in the global semiconductor chain.
The CEO, referred to in the rulings as [director], held a dual position: executive director of Nexperia B.V. and non-executive director (chair) of Nexperia Holding. He is a director of Yuching and holds an indirect interest in Nexperia of around 15%. At the same time he held a controlling interest in WSS, a Chinese wafer producer that he had founded in 2020 and that did business with Nexperia. That dual role would become central to the proceedings.
The crisis escalates: Entity List, 50% rule and ministerial order
On 31 December 2024 the United States Department of Commerce placed Wingtech on the Entity List, the list of entities with which American companies may not trade without a licence. That exposed Wingtech itself to far-reaching trade restrictions. Nexperia came into the picture only a year later, through the 50% rule.
The situation became acute when, on 30 September 2025, the United States published the so-called 50% rule. That rule provides that any company owned 50% or more by an entity on the Entity List automatically falls under the same export restrictions. Because Wingtech indirectly held 100% of the shares in Nexperia, Nexperia itself risked becoming subject sixty days later to the same American export control requirements: a licence obligation with the Bureau of Industry and Security, with refusal as the default.
On the same day the Minister of Economic Affairs did something unprecedented: he issued Nexperia an order under the Goods Availability Act (Wet beschikbaarheid goederen) of 1952, an emergency statute dating from the Cold War. The order was aimed at preventing the transfer of knowledge and the relocation of production assets to China. The more recent Act on the Security Screening of Investments, Mergers and Acquisitions (Wet Vifo) could not be deployed: it only entered into force in 2023 and applies retroactively to 8 September 2020. The acquisition by the Chinese shareholder predates that date.
1 October 2025: ex parte measures without precedent
On 1 October 2025, one day after the ministerial order, Nexperia Holding and Nexperia B.V. filed a petition with the Enterprise Chamber for an inquiry to be ordered and immediate measures to be granted. The petition was filed by the Chief Legal Officer (CLO), who as a jointly authorised director could act independently because the petition concerned precisely the conduct of the co-director. The State supported the petition and pressed for it to be granted at the earliest possible date.
On the same day the Enterprise Chamber granted ex parte immediate measures, without hearing the other party. The CEO was suspended as director of both companies. All shares in Nexperia Holding were transferred to an administrator yet to be appointed. The operation of Article 3 of the board regulations, which conferred all management powers on the CEO, was suspended. In addition, a disclosure ban was imposed on all those involved and the case was kept out of the public registers.
Five days later, on 6 October, a hearing in camera took place. Interested parties were given until 9.00 that morning to file a statement of defence, four hours before the hearing. Yuching filed a full statement of defence; the CEO was not in a position to file one in time and was given extra time at the hearing. On 7 October the Enterprise Chamber kept the measures in place, with one narrowing: from then on all shares minus one were transferred to an administrator, so that Yuching remained a shareholder. It appointed G.R.C. Dierick as director appointed by the Enterprise Chamber, with a casting vote and sole authority to represent the company. Yuching's counter-petition, suspension of the CLO and appointment of a director who would challenge the ministerial order, was dismissed.
The disclosure ban was then lifted in two steps. First partially on 8 October, so that the Minister could conduct diplomatic consultations. Then fully on 13 October, after Wingtech had itself published a statement about the proceedings in China and news reports had followed. Confidentiality, in the words of the Enterprise Chamber, thereafter "no longer served any reasonable purpose".
Well-founded reasons: conflict of interest, governance and banking authorisations
In its detailed reasoning of 13 October 2025 the Enterprise Chamber set out why it saw well-founded reasons to doubt that the policy and conduct of affairs at Nexperia were sound. It elaborated on this in its order of 11 February 2026, from which several of the considerations below are taken. Three clusters of complaints were central.
Conflict of interest in the WSS transactions. The CEO held a controlling interest in WSS, a wafer producer that he had himself founded in 2020. In 2025 orders were placed with WSS that far exceeded Nexperia's actual needs: where the business required USD 70-80 million, the CEO pressed for orders worth USD 200 million. Internal messages referred to wafers that would be ordered "for scrap". Moreover, at the CEO's insistence the Foundry Services Agreement had been amended with effect from 1 January 2025, requiring Nexperia to pay 70% of the order value to WSS in advance. The Enterprise Chamber held that it had not been shown that, in placing the orders, the heightened duty of care required in cases of conflict of interest had been observed, which follows from Section 2:239(6) DCC and the Supreme Court's Bruil judgment.
Failure to honour governance commitments to the Ministry of Economic Affairs. In late 2023 Nexperia had itself approached the ministry because of the "perception problem" posed by the Chinese ownership structure. Months of discussions followed. Nexperia made far-reaching commitments: a supervisory board with reserved matters, a Chief Security Officer, an Information Security Committee. On that basis the Minister sent a letter of support in August 2024 recognising Nexperia as a "fully-fledged Dutch company". Between late August and late September 2024, however, the CEO reversed course: no supra-statutory powers for the supervisory board, and a stripped-down CSO role. According to the Enterprise Chamber, Nexperia did not promptly correct the Minister's "assumptions that had since been overtaken by events", while it did use the letter in its dealings with third parties; only in the course of the autumn of 2024 did it inform the ministry of its revised position. The ministry was, in the Enterprise Chamber's words, "strung along".
Revocation of banking authorisations and dismissals. On 4 September 2025 the banking authorisations of the CFO and two other key financial officers were revoked on the CEO's instruction and without any business explanation, and granted to persons without particular financial experience. For a company of Nexperia's order of magnitude, the Enterprise Chamber held, such conduct borders on recklessness. A few days later notice of dismissal was given to the CLO and several key officers from the Executive Management Team. The works council had not been informed of any of this, let alone asked in good time for its advice on the intended dismissal of the CLO as a statutory director under Section 30 of the Works Councils Act (WOR). A striking detail, which the Enterprise Chamber established only in February 2026: the head of the CEO Office turned large parts of the email in which the CFO set out his objections to the revocation into a prompt for an AI model (CoPilot). The model confirmed the objections, and was ignored.
The factual aftermath: export restrictions, de-escalation and a split company
Alongside the corporate-law proceedings, the conflict took on a trade-policy dimension. Shortly after the ministerial order, on 4 October 2025 the Chinese authorities imposed export restrictions on Nexperia's subcontractors and on its Chinese back-end production organisation, after which exports of Nexperia products from China came to a complete standstill. Nexperia China informed its employees that instructions not approved by it could be refused, and wafer deliveries from Hamburg and Manchester to Nexperia China were suspended. The result was a serious disruption of the production chain, which fed through to Nexperia's customers worldwide.
De-escalation then followed along three lines. On 21 October 2025 the American Bureau of Industry and Security announced that Nexperia had been exempted from the 50% rule. As the outcome of diplomatic consultations between the United States and China, the entry into force of that rule was suspended on 10 November 2025 until 9 November 2026, and China undertook that companies could apply for an exception to the export restrictions. On 19 November 2025 the Minister of Economic Affairs suspended the order, initially for six months or, if earlier, until the moment the inquiry proceedings were terminated or withdrawn without a final ruling. The Enterprise Chamber has not expressed itself on the lawfulness of that order.
The conflict thereby moved to the courtroom. Between 27 October and 28 November 2025 various banks terminated their credit facilities to Nexperia. On 10 December 2025 WSS commenced arbitration concerning the delivery of prepaid wafers, in which Nexperia B.V. intends to bring a counterclaim. Nexperia announced substantial investments in expanding its back-end production in Malaysia, while the chairman of Wingtech stated in an interview that for Nexperia China “wafer shortages remain the main constraint”.
Inquiry ordered: four lines of investigation
On 11 February 2026 the Enterprise Chamber ordered an inquiry into the policy and conduct of affairs at Nexperia Holding and Nexperia B.V. covering the period from 1 December 2023 onwards. The investigation focuses on four themes.
First: the way Nexperia dealt with conflicts of interest, where the investigators may if they wish also involve other subjects, such as the deposit agreement and the discussion about making machinery and intellectual property available to WSS. Second: the conduct in the light of the listing of Wingtech and the 50% rule, in particular the relationship with the Ministry of Economic Affairs and other Dutch government bodies, the strategic choices and the collegiality of decision-making, where attention may also be given to the conduct of the CLO, the CFO and the COO. Third: the revocation of the banking authorisations and the notices of dismissal. Fourth: the conduct of affairs after 1 October 2025, in particular the schism between Nexperia on the one hand and the CEO, Wingtech, Yuching and Nexperia China on the other.
The immediate measures granted by the order of 7 October 2025 remained in force, and the costs of the investigation are to be borne by Nexperia Holding. In assessing the well-founded reasons the Enterprise Chamber held that at this stage of the proceedings it can be left open who is to blame for the disruption of the production chain: the mere fact that the business was no longer able to maintain its production processes because of that struggle was in itself a well-founded reason for doubt.
On 17 February 2026 the Enterprise Chamber, by separate order, appointed mr M. Bijkerk and mr R.J.W. Analbers as investigators, asking them to produce a plan of approach and a budget within two months. They shared that plan with the Enterprise Chamber on 17 April 2026: the four lines of investigation serve as the guiding themes, the investigators do not regard themselves as bound by the Enterprise Chamber's findings, and they intend to interview 28 people. The report is to be finalised by December 2026, with the caveat that this timetable is provisional. The Enterprise Chamber fixed the budget for the investigation on 28 April 2026.
Cassation: Advocate General advises upholding the urgent rulings
A cassation appeal has been lodged against the five urgent rulings of October 2025, both by shareholder Yuching and by the suspended director. On 12 June 2026 Advocate General Assink advised in both cases that the cassation appeal be dismissed (ECLI:NL:PHR:2026:584 and ECLI:NL:PHR:2026:585).
In both cases the cassation complaints were directed at the same five points: the alleged breach of the right to a fair trial in the ex parte measures granted (Section 19(1) DCCP and Article 6 ECHR), the admission of the Ministry of Economic Affairs as an interested party, the provisional finding that there were well-founded reasons to doubt sound policy, the immediate measures themselves (the transfer of the shares to an administrator and the suspension of the director respectively) and the scope of the disclosure ban (Section 28 DCCP).
According to the Advocate General, the cassation appeal fails in both cases. The operative part is more nuanced than dismissal alone: the opinion is for dismissal, or, as regards the two rulings lifting the disclosure ban, partly for the appeal to be declared inadmissible. That inadmissibility, on his view, concerns the decisions given under Section 28(2) DCCP and not the whole ruling: in so far as the first lifting order is connected with the grant of an immediate measure, namely the appointment of the administrator, Yuching can be heard in its appeal. On the Scheipar standard the Advocate General observes that the complaint rightly points out that the Enterprise Chamber did not discernibly apply it, but that there was no occasion to, because it was evidently of the view that the standard had been met. An opinion of the Advocate General does not bind the Supreme Court; the Supreme Court's own decision will follow later.
The cassation appeal against the later orders, by which the Enterprise Chamber ordered the investigation and appointed the two investigators, is separate from this. Yuching and the director lodged a separate cassation appeal against those orders in May 2026; those opinions have not yet been delivered.
Witness examination allowed, but only after the investigation report
The conflict reached the ordinary civil courts as well. Yuching applied to the District Court of Gelderland for a preliminary witness examination, seeking to hear two Nexperia directors under oath. By order of 2 September 2026 the court granted that application in part: the examination may cover the repayment of the so-called Yuching Loan and the loss caused by calling that loan in, and nothing else.
The calling in of that loan follows from the share transfer the Enterprise Chamber ordered. Fifteen banks terminated the USD 800 million credit facility late in 2025, because in their view the transfer of the shares to an administrator triggered the change of control clause. Nexperia then called in the intercompany loan of USD 480 million to Yuching that had been funded out of that facility, now standing at more than USD 525 million, and announced a writ of summons in April 2026. Yuching disputes that termination and argues that Nexperia prompted the banks to it. It seeks evidence about how that came about before the proceedings on the merits begin, which is what Section 196 DCCP provides for.
For the remaining subjects the required interest was absent, and the Chinese proceedings could not supply that missing interest. On 22 May 2026 Wingtech announced that it and Yuching had brought proceedings before the Dongguan Intermediate People's Court against, among others, Nexperia and three officers, relying on the Chinese Anti-Foreign Sanctions Law: some EUR 1 billion in damages, the withdrawal of the inquiry proceedings and the transfer of the business to Wingtech. Yuching is therefore already litigating about the same facts.
Under the law of evidence in force since 1 January 2025, a preliminary evidentiary measure cannot be sought from a Dutch court for the purposes of foreign proceedings alone. Pending foreign proceedings do not bar an application, provided it serves possible Dutch proceedings and is made before those are pending. Yuching had not disputed the overlap and holds the documents itself, so it fell to Yuching to explain what Dutch interest remained. This is one district court's reading of the legislative history, and leave to appeal was refused.
Those Chinese proceedings soon had consequences in China itself. What follows comes from reporting and from a stock exchange disclosure, not from any court ruling consulted here. According to the disclosure Wingtech made to the Shanghai stock exchange on 1 September 2026, the Dongguan Intermediate People's Court granted a preservation order on 28 August 2026 over the interests held by Nexperia B.V. and ITEC B.V. in five Chinese subsidiaries, up to an amount of RMB 2.14 billion (around EUR 274 million) and provisionally until August 2029. According to that same reporting the order was granted before the first hearing.
For inquiry practice the holding on the interplay is the most interesting. Nexperia argued that the Enterprise Chamber's investigation covers largely the same facts, that a witness examination alongside it is superfluous and that it would disrupt the investigation. The court rejected the first point, so far as the Yuching Loan is concerned: whether the investigation covers the same facts it left open, and what was decisive is that an investigation report cannot be assumed to take the place of independent evidence, because it is uncertain whether it will contain statements under oath and because the investigation is directed at mismanagement.
The court also rejected the defence that the directors had no time: Nexperia itself “created” the situation in which an interest arose for Yuching by calling in the Yuching Loan and pressing collection without pause. It accepted the second point as postponement: the examination may not begin until the report has been filed with the registry under Section 2:353 DCC. What remains is narrow: of the schedule of subjects Yuching had submitted, only the sub-topic of full repayment of the loan under the IFA survives, and the court will in principle reserve a maximum of sixty minutes per witness. That leaves two milestones ahead: the Supreme Court's judgment and the investigation report, with the witness examination after that. As at 24 September 2026 no judgment has been given in either cassation case.
What makes this case legally exceptional?
The Nexperia case departs from ordinary inquiry practice on several points.
Begin with jurisdiction, because that is where the most broadly usable holding lies. Yuching and the director, both domiciled in Hong Kong, argued that the forum actoris is exorbitant here, so that a Dutch order could not be recognised or enforced abroad. The Enterprise Chamber rejected this: the inquiry concerns two Dutch companies and was sought by those same companies, which are domiciled in the Netherlands. As regards Yuching and the director themselves, the Enterprise Chamber held that the case is so closely connected with the Dutch legal sphere that it has jurisdiction over them too, on the basis of Section 3(c) DCCP; it added, for completeness, Section 6(h) DCCP.
Nor did the investment protection treaty between the Netherlands and China stand in the way of jurisdiction, and the measures sought are not contrary to it: suspending a director and transferring shares to an administrator are, in the Enterprise Chamber's words, “also regularly ordered in respect of Dutch directors and shareholders” and are therefore not discriminatory. That holding carries extra weight now that the Chinese proceedings are built on precisely an allegation of discriminatory treatment.
Most striking are the ex parte immediate measures. An order under Section 2:349a DCC without hearing the other party was granted, in the Enterprise Chamber's own words, by way of a highly exceptional step. It justified this by reference to the "special nature of the petition and the great urgency": the coincidence of the 50% rule, the ministerial order and the risk of irreversible relocation of knowledge and production assets.
Also notable is that the company sought an inquiry into itself (Section 2:346(1)(e) DCC). The CLO was a jointly authorised director, but was able to file the petition on his own since it concerned precisely the conduct of the co-director, comparable to the arrangement in the Johema ruling.
The role of the State is likewise remarkable. The State was designated as an interested party on the basis of the Scheipar standard and acted actively as a party supporting the inquiry petition. At the State's request the disclosure ban was first lifted partially, and a few days later in full, once confidentiality no longer served any reasonable purpose; the State and Nexperia endorsed that and the other interested parties deferred to the court. A phased lifting, then.
The Enterprise Chamber emphasised that it expressly based its assessment not on the ministerial order or on geopolitical considerations, but on company-law grounds: conflict of interest, failure to honour governance commitments and dysfunctional decision-making. That is significant: here the law of inquiry proceedings functioned as a company-law emergency instrument, not as an instrument of government policy.
What does the Nexperia case mean for practice?
For directors of companies with a foreign shareholder, the case confirms that the Enterprise Chamber strictly enforces conflict-of-interest rules, even where the transactions take place within an international group. Going back on commitments made to a ministry does not in itself give well-founded reasons for doubt, certainly not where the process was voluntary. The reproach lies in the manner: according to the Enterprise Chamber the ministry was strung along while it based its support letter on assumptions that had since been overtaken by events.
For shareholders, the case shows that the Enterprise Chamber is prepared, in an acute conflict, to intervene extremely quickly and far-reachingly, up to and including the transfer of virtually all shares to an administrator. The proportionality of the measures is tested, but the threshold is high where the continuity of the business is at risk.
For the wider M&A practice, Nexperia underlines the importance of governance arrangements in foreign acquisitions. The Wet Vifo could not be deployed here because the acquisition predates that Act's retroactive effect. That gap, acquisitions before 8 September 2020 fall outside its reach, has, since Nexperia, become part of the political debate about extending screening powers.
For parties who want to gather evidence of their own alongside an inquiry, the Gelderland order marks out the margins. A pending investigation by the Enterprise Chamber does not bar a preliminary witness examination, although it can delay one by months once the same people are also to be heard by the investigators. A party litigating abroad about the same facts at the same time runs the further risk of having exhausted its interest in a Dutch evidentiary measure, the more so where the overlap between the two sets of proceedings goes undisputed. It is worth identifying, subject by subject, which Dutch proceedings on the merits the examination serves, much as in the choice between the procedural routes for inspection of documents.
Frequently asked questions
What are ex parte immediate measures in the law of inquiry proceedings?
Ex parte measures are measures that the Enterprise Chamber grants without hearing the other party beforehand. In the law of inquiry proceedings this is exceptional. The Enterprise Chamber applied it in the Nexperia case because of the acute threat of irreversible harm to the company caused by the coincidence of the American 50% rule and the ministerial order.
Why could the Wet Vifo not be deployed in the Nexperia case?
The Wet Vifo entered into force on 1 June 2023 and has retroactive effect to 8 September 2020. The acquisition of Nexperia by Wingtech was completed in 2019 and therefore falls outside the scope of the Act. The Minister therefore fell back on the Goods Availability Act of 1952.
Can a company file an inquiry petition against itself?
Yes. Under Section 2:346(1)(e) DCC the company itself may request an inquiry. In the Nexperia case the CLO filed the petition. He was a jointly authorised director, but according to the Enterprise Chamber he could act on his own because the petition concerned precisely the conduct of the co-director.
Cited case law
Advocate General: ECLI:NL:PHR:2026:584 (Advocate General Assink, 12 June 2026, Yuching's cassation appeal against the urgent rulings, opinion for dismissal); ECLI:NL:PHR:2026:585 (Advocate General Assink, 12 June 2026, the suspended director's cassation appeal, opinion for dismissal).
Courts of Appeal: ECLI:NL:GHAMS:2025:2738 (Enterprise Chamber, 1 October 2025, ex parte suspension of the CEO and transfer of the shares to an administrator); ECLI:NL:GHAMS:2025:2739 (Enterprise Chamber, 7 October 2025, short-form order with the operative part first: measures upheld after hearing the other party, director with a casting vote appointed); ECLI:NL:GHAMS:2025:2740 (Enterprise Chamber, 8 October 2025, partial lifting of the disclosure ban for diplomatic consultation); ECLI:NL:GHAMS:2025:2742 (Enterprise Chamber, 13 October 2025, full lifting after Wingtech disclosed the case in China); ECLI:NL:GHAMS:2025:2752 (Enterprise Chamber, 13 October 2025, detailed reasoning on the well-founded reasons, jurisdiction and admissibility); ECLI:NL:GHAMS:2026:318 (Enterprise Chamber, 11 February 2026, inquiry ordered along four lines of investigation from 1 December 2023); ECLI:NL:GHAMS:2026:508 (Enterprise Chamber, 17 February 2026, appointment of two investigators); ECLI:NL:GHAMS:2026:1129 (Enterprise Chamber, 28 April 2026, budget for the investigation fixed).
District Courts: ECLI:NL:RBGEL:2026:6842 (District Court of Gelderland, 2 September 2026, preliminary witness examination about the Yuching Loan allowed but postponed until the investigation report has been filed, and no evidentiary measure for the purposes of foreign proceedings alone).