Introduction
The right of inquiry is the most powerful instrument in Dutch company law. A shareholder, director or works council who suspects that something is fundamentally wrong with a company's policy can ask the Enterprise Chamber to intervene, and it does intervene. In almost two-thirds of the cases in which well-founded reasons are advanced, the Enterprise Chamber finds for the petitioner. But what happens next? Of the inquiry rulings brought before the Supreme Court, almost 70% are upheld. The Enterprise Chamber therefore operates not only swiftly and effectively, but also, for the most part, correctly, at least in the eyes of the court of cassation.
This analysis integrates two perspectives. From 614 substantive inquiry cases decided by the Enterprise Chamber (2001–2026), the patterns that determine whether a petition succeeds or fails have been distilled. That analysis is enriched with 74 judgments of the Supreme Court on the right of inquiry, including 63 opinions of the Advocate General. Together they form the complete picture: what does the Enterprise Chamber do, and how does the Supreme Court subsequently rule on it? The answers do not always run in parallel. It is precisely where the Supreme Court quashes, in roughly 31% of inquiry cassation cases, that the limits of the right of inquiry become visible.
What follows is an analysis by stage of the inquiry proceedings: from the question of admissibility to the order for costs, with the Enterprise Chamber's practice and the case law of the court of cassation woven together at each step. The judgments are referred to by name where possible, the ASMI case, ABN AMRO, SNS Reaal, KPNQwest, because these are the names under which they are known and cited in practice. All references can be found on the references page.
Who may petition, and who may not
The admissibility threshold is the first hurdle and immediately the most underestimated. The category of those entitled to petition is set out in Section 2:346 DCC: shareholders and holders of depositary receipts who represent at least 10% of the issued capital or hold a nominal value of €225,000, the company itself, trade unions, the Advocate General at the court of appeal, and those authorised by contract. Since the Wagevoe reform (1 January 2025), Section 2:346 DCC also provides a separate route for listed companies: capital providers representing 1 per cent of the issued capital or shares with a market value of at least €20 million. Where those figures come from, and why they inadvertently created a bind in 2013, is set out in the legislative history of the statutory dispute resolution. That enumeration is exhaustive and the Enterprise Chamber enforces it strictly. In the Laurus case the Enterprise Chamber held that a party who does not meet the requirements of Section 2:346 or 2:347 DCC cannot invoke declaratory effect either as a back door to the second phase. In 2019 the Supreme Court confirmed that, for the admissibility of an inquiry petition under Section 2:346(1) DCC, the provision of risk-bearing capital is required, merely having an economic interest does not suffice.
In Inter-Burgo it emerged that the Enterprise Chamber monitors the three-month period of Section 2:355(2) DCC of its own motion: a failure by counsel is at the petitioner's expense, without excuse. The Supreme Court further ruled in 2019 that, where a petition is amended, the court must re-summon interested parties who have not appeared, stating the change, or must satisfy itself that the notification has reached them. According to that same judgment, an interested party who has not appeared through no fault of their own may nonetheless bring a cassation appeal, Section 426(1) DCCP does not preclude this.
A recurring point of contention is the position of indirect shareholders. A party holding shares through foreign intermediary entities is treated as equivalent to a direct shareholder only if those intermediary entities have no real significance. In the Europa Leasing case the Enterprise Chamber accepted such equivalence, and the Supreme Court confirmed it. But in Felman/Archirodon and United Group the Enterprise Chamber drew a sharp line: where the intermediary companies have substance, the equivalence ends. In 2013 the Supreme Court held that a provider of risk-bearing capital who has its own economic interest in the company to which the inquiry petition relates, which interest is directly affected by the policy or the course of affairs complained of, is in principle entitled to petition for an inquiry.
The group inquiry has its own complexities. The Enterprise Chamber has held in various cases that shareholders of a parent company may, in certain circumstances, petition for an inquiry into subsidiaries. In the SNS Reaal case (2020) the Supreme Court set out sharp criteria: a group inquiry requires that parent and subsidiary are connected in a group within the meaning of Section 2:24b DCC and that the parent co-determined the subsidiary's policy in respect of the subjects of the inquiry petition. Earlier, in the Landis case (2005), the Supreme Court had held that shareholders of a parent are entitled to petition for an inquiry into wholly-owned subsidiaries where there is an economic and organisational unit without independent policy, in which the subsidiaries' policy affects shareholders' interests just as much as that of the parent itself.
Crucially, in a group inquiry the capital requirement need only be met in respect of the parent company of which the petitioners are shareholders, as the Supreme Court also held in SNS Reaal. According to that same judgment, a specific regulatory supervisory regime for a subsidiary, such as banking supervision of SNS Bank, does not preclude the ordering of a group inquiry.
Special petitioners raise their own questions. Cooperatives are subject to a strict reference date for the 10% threshold, the moment of decision, not the moment of filing (Salo). Foundations and educational institutions run into the closed system: the Agrico ruling confirmed that a foundation under Section 3:305a DCC is not entitled to petition in respect of a cooperative, and in the case of an educational foundation the Wms (School Participation Act) excludes the WOR (Works Councils Act), so that Section 2:344(b) DCC likewise does not apply (SCBOLL).
In 2010 the Supreme Court recognised that trustees in bankruptcy of an insolvent legal entity may be regarded as interested parties in inquiry proceedings, given their interest in a possible finding of liability for mismanagement and in obtaining disclosure. According to a 2002 judgment, the power of the Advocate General to seek an inquiry on grounds of public interest is not limited by the fact that an investigation has already been begun by other supervisory authorities.
A striking recent development is the contractual power to petition for an inquiry. In the Nexperia case the State obtained the power to petition for an inquiry through a covenant concluded in the context of investment screening. This is the first time the Enterprise Chamber has allowed an inquiry on that basis, and it opens the door to governance arrangements reaching beyond the traditional shareholder model.
Finally, in the ASMI case the Supreme Court held that an inquiry petition can in principle relate only to facts that occurred up to the date of filing, unless there are sufficient grounds in the proceedings to depart from this. This limits the possibility of adding new facts to the petition during the proceedings, but leaves room for exceptions where the matter concerns the continuation of the same policy that was already under debate.
Well-founded reasons: when does the Enterprise Chamber intervene?
The substantive core question is whether there are well-founded reasons to doubt that policy has been sound. In 63% of the cases in which that question arises, the Enterprise Chamber answers it in the affirmative. But that figure is distorting: many hopeless petitions never reach a hearing. Those who know the patterns can gauge whether their case falls in the good half or the bad.
Deadlock is by far the most important ground. In four out of ten successful petitions the issue is a stalemate in the board or the general meeting: two 50% shareholders who can no longer work together, a director who is being blocked, a shareholder who frustrates all decision-making. The Enterprise Chamber almost always intervenes in that scenario, because a deadlock threatens the continuity of the enterprise. The Supreme Court indirectly endorsed this approach in the ASMI case, which concerned disturbed relations between the board and shareholders. Although the Supreme Court held that the board is not obliged to involve shareholders in advance in strategic decision-making, it did acknowledge that in conflict situations the requirements of reasonableness and fairness under Section 2:8 DCC play a role.
Second comes conflict of interest. Directors or shareholders who enter into transactions in which their personal interest conflicts with that of the company, without adequate disclosure or approval, give rise to well-founded reasons. In the Eneco/Greenchoice case this led to far-reaching measures whereby the Enterprise Chamber transferred powers of the general meeting to the supervisory board. The MBH/Omines case formulated a systematic framework for assessing conflict of interest, building on the Flevo Berry judgment. This strict line finds support in the case law of the Supreme Court, which in the Funda case confirmed that Section 2:8(1) DCC may, in certain circumstances, also apply to organisationally connected legal entities such as indirect shareholders.
Deficient provision of information is the third structural ground. The Enterprise Chamber expects directors to inform shareholders actively and adequately. That line is sharply expressed in the Prefhouders/Unilever case, where the Enterprise Chamber ordered an investigation into communications concerning cumulative preference shares. Refusing information is not a defensible strategy; those who stay silent lose before the Enterprise Chamber. The Supreme Court somewhat qualified this obligation in the ASMI judgment: shareholders have the right, during the general meeting, to ask questions and receive answers (save for compelling reasons), but outside the general meeting have no right to information individually requested by them. Nonetheless, structurally leaving legitimate questions unanswered, as the Enterprise Chamber found in ASMI, can indeed give rise to well-founded reasons.
In the KPNQwest case the Supreme Court confirmed that the right of inquiry serves multiple purposes: not only reorganisation and restoration of sound relations, but also disclosure and the determination of where responsibility lies for possible mismanagement. Where it cannot be ruled out that there was misleading financial reporting and culpable shortcomings in the provision of information, there are, according to the Supreme Court, well-founded reasons to doubt that policy has been sound. This broad approach to the purpose of the right of inquiry partly explains why the Enterprise Chamber intervenes relatively quickly in cases of information deficiencies.
But not every dissatisfaction gives rise to well-founded reasons. The Enterprise Chamber rejects petitions where the objections are in essence a shareholder dispute without managerial misconduct, where the complaints are outdated, or where the petitioner provides insufficient substantiation. In the ASMI judgment the Supreme Court emphasised that determining strategy is primarily a matter for the board under the supervision of the supervisory board; shareholders cannot use the right of inquiry to bend strategic policy to their will. Striking is the growing role of proportionality. In the Broekman Group case the Enterprise Chamber expressly stated that even where well-founded reasons are present it may refrain from ordering an inquiry if the means is disproportionate to the end. In the Sneakerfirma case the Enterprise Chamber did the same on financial grounds: if the investigation cannot be funded, the purposes of the right of inquiry are not achieved.
The development of the law shows a nuanced picture. On the one hand, the Enterprise Chamber remains strict on classic grounds such as deadlock, conflict of interest and information deficiencies. The Supreme Court supports this line and confirms that the right of inquiry has a broad scope of application, including in respect of bankrupt companies (KPNQwest) and indirectly involved parties (Funda). On the other hand, there is a growing awareness that the right of inquiry is not an end in itself. The proportionality test is gaining importance, and the Enterprise Chamber increasingly weighs whether an inquiry can genuinely contribute to the restoration of relations or to disclosure. This balance between effective legal protection and proportionality characterises the modern right of inquiry.
Immediate measures: the heaviest artillery
The immediate measures of Section 2:349a DCC are the Enterprise Chamber's most impactful instrument. They are granted in 77% of petitions for measures. The appointment of a temporary director, often with a casting vote, is by far the standard remedy: in 82% of the cases in which measures are granted, the Enterprise Chamber appoints its own director. In the DSM judgment of 2007 the Supreme Court emphasised that the power to grant immediate measures before an investigation is ordered may be used only sparingly, where there are sufficiently compelling reasons to do so. In granting such measures the Enterprise Chamber must make a fair weighing of the interests of the parties involved.
Suspension of sitting directors is the second most common measure, followed by the transfer of shares by way of administration. That latter measure is legally the most far-reaching: it effectively deprives the shareholder of its control rights. In the Centric case the Enterprise Chamber for the first time expressly tested a compulsory sale in the context of an inquiry against Article 1 of the First Protocol to the ECHR. The Enterprise Chamber held that all three conditions were met: statutory basis, general interest and fair balance. In the Conservatrix judgment of 2023 the Supreme Court showed restraint in intervening in valuation issues on a compulsory transfer, the determination of the liquidation or acquisition scenario depending on the true value of the shares on the reference date.
The limits of the arsenal are shifting. In Shell/Cicerone the Enterprise Chamber departed from the mandatory deed requirement of Section 2:196(1) DCC because of a block under the Wwft (Money Laundering and Terrorist Financing (Prevention) Act) in the context of EU sanctions. As early as 2007, in the Versatel/Centaurus judgment, the Supreme Court accepted that, in granting immediate measures, the Enterprise Chamber may temporarily depart from mandatory statutory provisions, provided this is necessary in connection with the condition of the legal entity. In FNV the Enterprise Chamber's appointees went further still: they were given the power to amend the trade union's articles of association, even in departure from the mandatory Section 2:42 DCC. The Enterprise Chamber tested that measure against Article 11 ECHR and the ILO conventions.
The retention of directors after a finding of mismanagement requires particular attention. In 2023 the Supreme Court quashed a decision allowing Intertrust to remain as director despite a finding of mismanagement relating to share issues. The Supreme Court held that the court of appeal's ruling was incomprehensible without further reasoning, not least because Intertrust still refused to provide documents and continued to side substantively with the party against whom the complaints were directed. Where serious mismanagement has been found, the retention of a director must be very well reasoned, especially where the director still refuses to give full disclosure.
For listed companies the Enterprise Chamber has its own dynamics. The LVMH/Gucci case remains the landmark for the limits of protective structures at companies with an open structure. The RNA case refined that framework with the monitoring role of investigators. And in 2008 the Enterprise Chamber intervened in ASMI with a cooling-off period and a duty to consult, although this was later partly set aside by the Supreme Court. The two ABN AMRO judgments of 2007 mark a turning point in thinking about board autonomy in strategic transactions. The Supreme Court rejected the approval right constructed by the Enterprise Chamber for the sale of LaSalle, holding that, in the absence of a statutory or articles-based rule, no approval right can be derived from Section 2:8 DCC. The legal certainty required in commercial dealings militates against such far-reaching powers based on unwritten law. The Supreme Court further held that Section 2:107a DCC must be interpreted restrictively and does not admit of broad or analogous application.
The OCI/VEB case of 2026 shows that the Enterprise Chamber remains willing to intervene far-reachingly: it prohibited a proposal from being put to a vote at the general meeting and appointed two non-executive directors with a veto over a transaction involving a massive conflict of interest. This fits the line of the HBG judgment of 2003, in which the Supreme Court endorsed that transactions falling within the existing business profile belong to the board's authority, but in which the Enterprise Chamber may nonetheless intervene where there is an evident entanglement of interests.
The Nexperia case opens a new chapter. On 1 October 2025 the Enterprise Chamber granted ex parte measures for the first time: suspension of the CEO, transfer of all shares by way of administration, and a publication ban, without an oral hearing. The combination of the State as an interested party (not as a shareholder but on the basis of governance arrangements), a contractual power to petition for an inquiry, and closed proceedings was without precedent. For a detailed analysis of this case and the implications for future proceedings involving national security interests, see the in-depth discussion.
Protective measures
The right of inquiry has a long history of assessing protective measures against hostile takeovers, in which the Enterprise Chamber takes a nuanced approach with proportionality and temporariness as central touchstones. In the Gucci ruling the Enterprise Chamber held that an issue of new shares to a friendly party during a hostile bid by LVMH was disproportionate. The issue doubled the share capital and diluted LVMH's interest from 34% to 20%, which the Enterprise Chamber characterised as a permanent measure going further than necessary for temporary protection. The Supreme Court refined this framework in the RNA case by holding that protective measures must be assessed by reference to whether they fall within the margins of an adequate and proportionate response, in which not only the initial response but also the subsequent policy is relevant.
The tension between board autonomy and shareholder rights manifests itself sharply in the use of takeover defences. In the Stork ruling the Enterprise Chamber accepted the activation of a foundation for preference shares against hedge funds which, according to the company, had insufficient regard for long-term interests, but emphasised that such measures must be temporary and must leave room for constructive dialogue. The Supreme Court nuanced this perspective in the ASMI case, where it curtailed the scope of the right of inquiry by holding that a protective foundation's exercise of an option granted to it does not concern the company's policy, and that the foundation therefore cannot be regarded as a co-determiner of policy in respect of that exercise.
The board's prerogative to take strategic decisions finds its limits where those decisions in fact operate as protective measures. In the PCM case the Enterprise Chamber held that the sale of core assets during a pending bid, although formally within the board's authority, materially amounted to a frustration of the bid. In the ABN AMRO judgments the Supreme Court endorsed that, in the absence of a statutory or articles-based rule, there is no approval right of the general meeting, but also recognised that the factual characterisation of a transaction as a protective measure is a matter for the court determining the facts.
Measures that permanently alter control relations undergo particularly strict scrutiny. In the DSM ruling the Enterprise Chamber characterised a proposed issue to a white knight as mismanagement because it would definitively exclude the existing shareholders from control, without any real threat to the continuity of the enterprise having been established. The Supreme Court reinforced this starting point in its judgment of 10 February 2023, in which it extended the company interest to include the interest of minority shareholders in not running the real risk of their interest being diluted too much without good reason. The Supreme Court emphasised that the right of inquiry also serves to protect minority shareholders against abuse of power, even where measures may cause detriment to the legal entity.
Procedural diligence in taking protective measures is receiving increasing emphasis in the case law. In the Fugro case the Enterprise Chamber tested not only substantive proportionality but also whether the decision-making process was transparent, whether relevant stakeholders had been consulted, and whether alternatives had been seriously considered. This process-based approach ties in with the broader trend in which governance and decision-making processes take centre stage. The Supreme Court implicitly supported this approach in the Versatel case, where it assessed a construction bringing minority shareholders below the squeeze-out threshold through a statutory merger by reference to its material effects.
The acceptance of protective measures proves to be highly context-dependent, with the case law applying a multi-factor analysis. The nature of the threat, the temporariness of the measure, the impact on shareholder rights, the extent to which dialogue remains possible, and the transparency of the process all weigh in the assessment. While this approach makes the outcome of inquiry proceedings concerning protective measures difficult to predict, it also leaves room for a tailored assessment. The right of inquiry thereby functions as an important safeguard against both hostile takeovers that harm the long-term interest of the enterprise and managerial abuse of power that disregards shareholder interests.
The investigation: confidentiality and the duty to cooperate
If the Enterprise Chamber orders an investigation, as it does in the majority of first-phase cases, it appoints one or more investigators and determines the scope and the budget. For small private limited companies the budget ranges from €30,000 to €60,000; for systemically important institutions such as SNS Reaal and Fortis it is many times higher. An investigation once ordered cannot simply be halted. In the KPNQwest V case the Supreme Court held that, after the investigation order, an inquiry petition can no longer be withdrawn under Section 283 DCCP. The most appropriate party may, however, file a petition for termination, in which the Enterprise Chamber must weigh the interests. The Supreme Court specified that in this weighing it is primarily the interests of the original petitioners and the legal entity that count; general interests or the interests of third parties carry weight only if they are compelling. In the QWEST case the Supreme Court added that the Enterprise Chamber is empowered not to allow an ordered investigation to proceed if the necessary financial means are not available.
Two principles dominate the investigation stage. The first is the independence of the investigator. In the Leaderland case the Enterprise Chamber held that the investigator is free in the conduct and organisation of the investigation. The Justice-Commissioner (raadsheer-commissaris) may give directions on procedural aspects, but cannot impose a deadline and may not interfere with the substance (Recalcico/Xeikon). This autonomy extends to determining the scope of the investigation. In 2019 the Supreme Court considered that the investigation to be ordered by the Enterprise Chamber may also cover objections other than those on which the finding rests that there are sufficient well-founded reasons to doubt that policy has been sound. The field of investigation is thus construed broadly, with the investigator free to steer their own course within the limits set by the Enterprise Chamber.
The second principle is the broadly formulated duty to cooperate. In the Xeikon case the Enterprise Chamber rejected the defence that privacy objections could block the provision of email boxes to the investigator. The company has no role in selecting from its own communications. In the SNS Reaal case the Enterprise Chamber specified that the duty to provide information under Section 2:351 DCC includes a duty to appear for examination. The Supreme Court introduced an important qualification in 2020 when it held that the functional professional privilege of lawyers and civil-law notaries applies undiminished in inquiry proceedings. The general legal principle of professional privilege is not set aside by the inquiry rules, as emerged from the SNS Reaal judgment on professional privilege.
In that same judgment the Supreme Court recognised that, while legal entities have no derived professional privilege, they do have a legitimate interest in refusing access to confidential information exchanged with a lawyer or civil-law notary. This applies even where the person entitled to privilege does not themselves invoke it, provided that disclosure would harm what must remain hidden within the sphere of confidence. Crucially, the mere inclusion of confidential information in minutes or board resolutions does not mean that this information has been removed from the sphere of confidence. The Justice-Commissioner plays a key role in disputes about this: they assess whether a refusal of access is justified and, for that assessment, may if necessary examine the documents themselves without the investigators being given access. Even a compelling public interest in ascertaining the truth, as in the nationalisation of SNS Reaal, does not in itself justify breaching professional privilege.
Set against that broad but not unlimited duty to cooperate is a strict rule of confidentiality. The investigation report is not public. Anyone wishing to inspect it or to make statements from the report needs authorisation under Section 2:353(3) DCC, which is granted only where there is a connection with the purpose of the right of inquiry (Tana Netting). The Fortis case formulated the standard consideration for the category of interested parties for inspection. The Enterprise Chamber has discretionary powers to ask parties to produce documents and to hear the investigator at the hearing, as the Supreme Court confirmed in the LCI Technology Group case.
A particular concurrence issue arises with the inquiry investigation and the provisional examination of witnesses. In the Laurus case the Enterprise Chamber held that the two procedures do not go together: the inquiry rules are lex specialis in relation to Section 186 DCCP. The scope of the investigation can be broad. In the recent Funda case the Supreme Court held that the conduct of an indirect shareholder may, in certain circumstances, fall within the scope of the policy and course of affairs of the legal entity to which the inquiry petition relates. Factors such as organisational connection and influence are decisive here. This broadens the possibilities for investigators to gather relevant information beyond the immediate company sphere as well.
The financial aspects of the investigation deserve separate attention. The costs referred to in Section 2:350(3) DCC cannot without more be regarded as an estate debt in the bankruptcy of the legal entity being investigated, as the Supreme Court held in the Landis case. In proceedings concerning compensation after a compulsory transfer, a special duty of investigation applies to the Enterprise Chamber. In the Conservatrix case the Supreme Court confirmed that the settled case law on the role of the court in expropriation also applies to the procedure for determining additional compensation after a compulsory transfer. The Enterprise Chamber must investigate independently what compensation is due and is not bound by the parties' positions in doing so.
Mismanagement: a high threshold
Whereas the right of inquiry can intervene as soon as there are well-founded reasons to doubt that policy has been sound, establishing mismanagement requires a considerably higher threshold: proof that directors acted contrary to elementary principles of proper management, with a serious character or with very harmful consequences.
Mismanagement within the meaning of Section 2:355 DCC is rarely established. Out of 614 substantive cases it arises in no more than a few dozen. The threshold is high: the issue is not incorrect policy or unfortunate decisions, but conduct that no reasonably thinking director would engage in. The Supreme Court formulated this high threshold in the HBG case (2003) with the rule that mismanagement requires "conduct of a serious character" or conduct that "leads to very harmful consequences". A one-off deficient communication without very harmful consequences is insufficient for mismanagement, the Supreme Court held in that same decision.
The causal chain between deficiencies and mismanagement requires further explanation. As regards conflict of interest, this leads to mismanagement only where the entanglement of interests actually results in damage to the company, the mere existence of a conflict of interest is insufficient. The Estro/Catalpa case illustrates this: only where directors, in a leveraged buy-out, subordinate the company interest to the acquisition interest and this leads to damage, is there mismanagement. For deficient provision of information a distinction applies between structural and incidental failure. The HBG case established that incidental communication deficiencies without very harmful consequences do not constitute mismanagement. The VIBA case, by contrast, shows that structurally deficient provision of information, concealing a protective structure for years, can indeed constitute mismanagement, even without concrete damage being demonstrated. The structural character of the deception is then decisive.
The grounds that do lead to mismanagement are structural in nature. First comes the complete absence of governance: no meetings, no written records, no countervailing powers. The Centric saga is the most pronounced example of this. There the Enterprise Chamber formulated the norm that holding virtually all shares does not release the majority shareholder from the duty to give "genuine substance to countervailing powers". The distinction "owner versus shareholder" became a normative framework. The Supreme Court recently emphasised, in the De Rijswaard case (2025), that the Enterprise Chamber must expressly address all grounds that petitioners advance in support of mismanagement, including structural governance deficiencies caused by dual roles that provide insufficient checks and balances.
The second structural ground is systematic conflict of interest. In the Estro/Catalpa case the Enterprise Chamber formulated an extensive normative framework for directors' obligations in leveraged buy-outs. A director who cooperates in a takeover in which the acquisition price is loaded onto the target company as debt must put that company's interest first. The individual order for costs which the Enterprise Chamber imposed there confirmed that the Enterprise Chamber is willing to personalise responsibilities. This principle was already emphasised by the Supreme Court in 2007 in the second ABN AMRO judgment: even in a takeover situation the board must be guided by the interest of the company and all those involved, not exclusively by shareholder interests.
In the semi-public sector the norms are, if anything, stricter still. The Meavita case, mismanagement at a care group of foundations, led to an individualised allocation of costs among nineteen persons involved. The Enterprise Chamber held that difficult external circumstances require not less but more diligence. The DeSeizoenen case and the SKU/Radboud case confirmed that the right of inquiry also functions effectively for foundations and semi-public institutions. In 2009, in the KPNQwest case, the Supreme Court underlined that the purposes of the right of inquiry comprise not only reorganisation and restoration, but also disclosure and the determination of where responsibility lies.
Where mismanagement is not established, this is often because the threshold is just not met. In the SNS Reaal case the Enterprise Chamber held that the mistakes made did not reach the mismanagement threshold, partly in view of the exceptional crisis circumstances. The distinction between incorrect policy and mismanagement was recently further refined in the Simetra/Nortra case and the ICTS International case, where effective remedial measures made the difference. In March 2026, in a judgment concerning ICTS International (ECLI:NL:HR:2026:403), the Supreme Court refined that the Enterprise Chamber may, in the absence of a legally protectable interest, refrain from establishing mismanagement, even where there are serious deficiencies in decision-making. In doing so, weight may be attached to remedial measures taken after the first phase.
A special category concerns the failure to fulfil duties of investigation. In a 2023 judgment (ECLI:NL:HR:2023:199) the Supreme Court quashed the Enterprise Chamber's ruling that there was no mismanagement surrounding a contested loan of €2.6 million. The mere fact that a loan has not been established by the court does not release a director from the duty to investigate its existence, certainly not where uncertainty has arisen and there are concrete indications. This illustrates that passivity in the face of signals of possible irregularities can also qualify as mismanagement.
As regards accounts fraud, the Supreme Court likewise applies strict standards. In the VIBA case (2003) the Supreme Court held that failing to disclose a protective structure for years, as a result of which no true and fair view was given of assets and profit, constitutes mismanagement. Annual accounts must give a true and clear view; structurally concealing important structures that distort this view is mismanagement. This ties in with the strict standards the Enterprise Chamber applies to transparency and accountability in corporate governance.
Takeover defences and conflict of interest
In inquiry proceedings examining takeover defences, the central question is whether directors were guided primarily by the company interest or whether personal motives were decisive. The Enterprise Chamber tests strictly whether measures are proportionate and genuinely aimed at protecting the company. In practice it emerges that directors who secure their own position through takeover defences often engage in an entanglement of interests that can lead to mismanagement.
The Enterprise Chamber has held in various cases that introducing protective measures which primarily protect the position of the sitting board is contrary to proper corporate governance. In the RNA case the Enterprise Chamber held that amendments to employment contracts with generous 'change of control' provisions were disproportionate where they cannot be justified on business grounds. The Supreme Court confirmed this ruling and held that such 'golden parachute' arrangements must be assessed critically for proportionality and business justification. The mere risk of a takeover does not automatically justify far-reaching protective measures that primarily benefit management.
In assessing conflict of interest the Enterprise Chamber applies a strict framework that has recently been tightened by the Supreme Court. In the judgment of 17 March 2023 the Supreme Court clarified that, for a conflict of interest within the meaning of Section 2:256 (old) DCC, it is sufficient that the director is faced with interests so incompatible that it may reasonably be doubted whether they are guided solely by the company interest. Crucially, the retention of office and income may already suffice for a finding of conflict of interest, even without concrete indications of additional remuneration. This means that directors who secure their position through transactions while a conflict with shareholders exists may find themselves in a situation of conflict of interest.
The consequences of a conflict of interest are nuanced, especially where the articles of association depart from the statutory rule. In that same judgment the Supreme Court held that, where the articles depart from Section 2:256 (old) DCC, the director indeed remains authorised, but may nonetheless be guilty of improper management by failing to inform the general meeting in good time of the conflict of interest. This creates an obligation to provide information for directors that goes further than merely abstaining from voting. Failing to provide information in good time may in itself constitute improper management within the meaning of Section 2:9 DCC.
In the context of joint ventures, an intensified duty of care applies to directors where protective measures lead to dilution of shareholder interests. In the judgment of 10 February 2023 the Supreme Court recognised that directors of joint-venture companies have a special duty of care not to harm unnecessarily or disproportionately, in the case of share issues, the interests of shareholders whose interest is diluted. This duty of care goes further than the general norm of Section 2:7 DCC and requires directors to build in active safeguards against disproportionate prejudice to minority shareholders.
In assessing takeover defences, the Enterprise Chamber looks not only at the formal decision-making process but above all at the substantive justification and the actual motives. Measures presented as protecting the company but in fact primarily protecting the position of the board are tested critically. The timing of such measures is often telling here: takeover defences introduced only when the board's position comes under pressure quickly create the appearance of an entanglement of interests. The case law shows that the mere possibility of a hostile takeover provides insufficient justification for far-reaching protective measures that turn out to be disproportionate for particular interested parties.
The group inquiry
The group inquiry is a special instrument within the right of inquiry whereby shareholders of a parent company may petition for an investigation into the policy and course of affairs at subsidiaries. The Enterprise Chamber has mapped out the contours of this doctrine in various rulings, with the Supreme Court making important refinements. The central criterion that emerges from the case law is that the subsidiary's policy must affect the interests of the parent company's shareholders just as much and in the same way as the policy of the parent itself.
The Enterprise Chamber takes as its starting point that a group inquiry is possible where there is such an intertwining between parent and subsidiary that the distinction between the two companies becomes in fact meaningless for the shareholders concerned. This criterion was formulated more sharply by the Supreme Court in the SNS Reaal case, in which it was held that a group inquiry is subject to two cumulative requirements: the companies must be connected in a group within the meaning of Section 2:24b DCC and the parent company must have co-determined the subsidiary's policy in respect of the subjects to which the inquiry petition relates. This standard builds on the earlier Landis judgment of 2005, in which the Supreme Court held that shareholders of the parent are, in certain circumstances, entitled to petition for an inquiry into wholly-owned subsidiaries where there is an economic and organisational unit without independent policy.
An important aspect the Enterprise Chamber has developed concerns the degree of independence of the subsidiary. The Enterprise Chamber has held in several cases that the mere fact that a subsidiary has some room for its own policy choices does not stand in the way of a group inquiry, as long as the main lines of policy are determined by the parent. The Supreme Court nuanced this approach in the SNS Reaal case by requiring that the parent company must actually have co-determined the subsidiary's policy. This means that the formal group structure alone does not suffice; there must be actual influence on policy by the parent in respect of the specific subjects raised in the inquiry petition.
The question whether specific regulation or supervisory regimes may stand in the way of a group inquiry has also been the subject of case law. In the SNS case the Enterprise Chamber held that the fact that SNS Bank was subject to its own supervisory regime with a separate banking licence was not of sufficient weight to render a group inquiry inadmissible. The Supreme Court implicitly confirmed this ruling by dismissing the cassation appeal. It follows that a specific supervisory regime for a subsidiary does not in itself constitute an obstacle to ordering a group inquiry, as long as the other requirements are met.
A special situation arises where the company into which an inquiry is sought is in a state of bankruptcy. In such cases the Enterprise Chamber has taken the inquiry petition into consideration against the company itself, not against the trustees in bankruptcy. In the Landis judgment the Supreme Court confirmed this practice with the consideration that an inquiry petition does not relate to rights or obligations belonging to the estate within the meaning of Section 25 Fw. The inquiry petition must therefore be brought against the company itself, with the trustee in bankruptcy able to act as an interested party in the proceedings.
The case law shows that the group inquiry has developed into an effective instrument for shareholders to address irregularities within group relationships. The refinements made by the Supreme Court ensure that the instrument cannot be deployed lightly, while at the same time leaving sufficient room, in the event of genuine intertwining between parent and subsidiary, to investigate effectively the policy pursued. The balance between protecting minority shareholders on the one hand and respecting the legal independence of group companies on the other is a recurring theme in both the rulings of the Enterprise Chamber and the judgments of the Supreme Court.
Measures and costs after mismanagement
Once mismanagement has been established, that opens the way to definitive measures under Section 2:356 DCC. The most common are transfer of shares by way of administration, dismissal of directors and, in extreme cases, dissolution of the company. That last measure is reserved for situations in which relations are so disturbed that continuation is pointless. In 2002 the Supreme Court confirmed that, where mismanagement has been found, the Enterprise Chamber may grant broad measures, save that no right of instruction can be conferred on a supervisory director at a company that does not fall under the two-tier board regime. Recently, in 2024, the Supreme Court dismissed various cassation complaints about the role of supervisory directors in the finding of mismanagement and the measures flowing from it, including the annulment of discharge resolutions.
As to costs, the main rule is that the investigation is paid for by the company. But the Enterprise Chamber may recover the costs from those responsible for the mismanagement under Section 2:354 DCC. In the Landis case the Enterprise Chamber held that trustees in bankruptcy are, after bankruptcy, entitled to that recovery of costs, strictly limited to the previously determined maximum. In 2005, however, the Supreme Court quashed the premise that inquiry costs would automatically be an estate debt: neither the text of Section 2:350(3) DCC nor the legislative history provides any basis for this. The trustee in bankruptcy decides, under the supervision of the supervisory judge, whether to use funds from the estate, with Section 69 of the Dutch Bankruptcy Act available for an order to the trustee. In the IHP Holding case the Enterprise Chamber confirmed that Section 2:357(6) DCC can be deployed to protect the Enterprise Chamber's appointees even after the inquiry proceedings have ended.
The Enterprise Chamber may increase the maximum amount for investigation costs if this appears reasonable and interested parties have been heard on it, as the Supreme Court implicitly accepted in the KPNQwest V case of 2010. There the Enterprise Chamber increased the investigation budget from €500,000 to €750,000, the trustees in bankruptcy having undertaken to pay the additional amount from the estate. A ruling increasing investigation costs may be declared provisionally enforceable under Section 288 DCCP; Section 2:358 DCC does not stand in the way of this. Earlier, in the KPNQwest case of 2009, the Supreme Court held that the Enterprise Chamber is not obliged to investigate in advance the practical feasibility of an investigation on account of a possible lack of financial means. Only in exceptional cases can an inquiry petition be rejected without substantive consideration on account of expected financing problems.
The powers of the Enterprise Chamber's appointees are themselves the subject of extensive case law. In the Arch/Novero case, upheld on cassation, the Enterprise Chamber formulated the standard for breaking through quorum blockages. The Deus Ex Machina case specified that the transfer by way of administration is a legal figure sui generis and does not make the administrator entitled to dispose. The Enterprise Chamber's director is tested with restraint: intervention occurs only in the case of "manifestly unreasonable conduct" (Esperaza/Exem, FM1 Invest).
A special variant concerns the allocation of costs on a compulsory transfer under financial supervision legislation. In the Conservatrix case of 2023 the Supreme Court confirmed that Section 6:11(4) Wft on orders for costs applies mutatis mutandis in proceedings for determining additional compensation after a compulsory transfer under Section 3:159ab (old) Wft. The Supreme Court held that this application by analogy must take place given the legislature's deliberate alignment with the compensation scheme for expropriations, despite the absence of an explicit reference in the statute.
What does this mean for practice?
The right of inquiry is no paper tiger. Those who can demonstrate well-founded reasons, which at their core are deadlock, conflict of interest or refusal of information, have a real chance of intervention by the Enterprise Chamber. The appointment of a temporary director with a casting vote is the standard measure, and that director operates with far-reaching autonomy.
For shareholders: the admissibility threshold is real. Indirect shareholders operating through international structures must demonstrate that the intermediary entities have no substance. Those who fail to act in time, the three-month period in the second phase is fatal, lose their right without any possibility of restoration. A contractual power to petition for an inquiry through the articles of association or agreements offers an alternative route that is gaining importance after Nexperia.
For directors: the Enterprise Chamber expects active provision of information, adequate governance and transparency in cases of conflict of interest. Those who skip meetings, do not record decisions or fail to disclose transactions with related parties create the classic breeding ground for an inquiry petition. For listed companies an intensified duty of care applies towards minority shareholders, and takeover defences are tested against the reasonableness and fairness of Section 2:8 DCC.
And for the semi-public sector: the right of inquiry also reaches foundations, care groups and broadcasters. There the Enterprise Chamber sets higher rather than lower requirements for governance, because public trust is at stake. Difficult external circumstances do not justify less diligence, on the contrary.
Sources and method
This analysis is based on two corpora. The first comprises 3,949 rulings of the Enterprise Chamber, retrieved via the open data API of rechtspraak.nl (1977–2026). For 2,049 rulings the full text is available. From these, 614 substantive inquiry cases were selected, rulings in which the Enterprise Chamber answers a legal question and makes a reasoned decision. The remaining decisions concern mainly withdrawals and procedural decisions.
The second corpus comprises 119 judgments of the Supreme Court classified as "company law" on rechtspraak.nl, of which 74 relate to the right of inquiry. For 63 of those judgments the opinion of the Advocate General is available and has been included in the analysis. The AG opinions are on average three times as long as the judgments themselves and often contain a broader legal analysis.
All documents were read and analysed systematically. For each Enterprise Chamber ruling the facts, legal questions, considerations and operative part were extracted and classified. For each Supreme Court judgment, the outcome, the key rule, the relationship to the AG opinion and the relevance for Enterprise Chamber practice were also recorded. The analysis is structured by legal question, not by source: Enterprise Chamber rulings and Supreme Court judgments are woven into a single integrated overview.
Full text has been systematically available on rechtspraak.nl only since around 2013. The Enterprise Chamber analysis therefore focuses predominantly on decisions from the past fifteen years, with the exception of classics that remain relevant even with limited text. The Supreme Court judgments span a longer period (2001–2026) because cassation case law is structurally better published.
The classification of the Supreme Court judgments is partly automated (on the basis of statutory provisions and keywords) and partly adjusted manually after substantive assessment. Of the judgments originally classified as "other", eight were added to the right of inquiry after reclassification. All references can be found on the references page.