The Woo: how to protect company information

1. What is a Woo request? 

The Woo makes it possible to get documents and messages from public bodies. For example letters, reports, memos, and policy documents. But also digital documents such as emails, text, and WhatsApp messages. The starting point is that all such government information is public. 

There are some exceptions in the Woo. For example, a company would not want confidential company data to be simply put out there. No-one will appreciate it if their personal data is accessible to just anyone. That is why a government organisation can refuse to disclose documents. 

If you apply for a subsidy or work on an assignment from the government, the government has to retain documents and messages about these transactions. This could be information that is of commercial value, which you do not want your competitors to know about. Financial data, such as on turnover and profits, is one example. Information about marketing strategies and production processes is another.

2. How does a Woo request work?

Karien Lagrouw, a lawyer and Woo specialist at TK advocaten notarissen in Leiden, outlines the process: “You submit a Woo request to a governing body. This could be a municipality, a province, or the central government, a Water Board, or the KVK. In principle, the administrative body makes a decision within 4 weeks of receiving the request. The starting point of the law is openness, but the governing body may refuse a Woo request. There are compelling and discretionary grounds for refusal (in Dutch). A request for information that could harm state security is an example of compelling grounds. This information is never made public.”

3. What about corporate information?

The government does not disclose confidential business information. The Woo includes a mandatory exception ground for this. This means that business and manufacturing data that companies have provided to the government remains secret. This information is not made public, for competition reasons.

The government does not disclose all information that is not confidential either. The governing body assesses whether the interests served by the disclosure of the business information outweigh the interests of persons or organisations. This is a 'relative exception ground'. The government organisation must give a good reason. The government organisation may also make information about businesses or individuals illegible in provided documents.

If the government organisation considers it more important to disclose, it notifies the interested party. You then have 2 weeks to submit a view to prevent disclosure or have it amended. You can request to extend this response period. If the government organisation still wants to disclose the information, you can object within 6 weeks. 

Filing an objection has no suspensive effect. Two weeks after the decision, the documents are simply made public. To prevent this, you need to file an injunction (voorlopige voorziening) as well as the objection. If there is a ruling in your favour by the administrative court, the administrative body may not disclose the information.

4. Will disclosure harm my business?

Frank Ponsioen, a former accountant and a co-owner of SME consultancy Klankboard B.V., is not too concerned about this. “It is true that the balance sheet and the profit and loss account give insights into your turnover, gross margins, and expense patterns. But as a business owner, you should know your market and competitors. This is the only way to stand out. Your competitor's numbers will then not be a surprise. And by the same token, neither will yours. On top of that, business owners who have a bv must file their annual accounts with KVK anyway. So those figures are already public.” It is different for your production process or a recipe. “These are company-specific things that give you an advantage over your competitor. And you do not want to lose that advantage.”

5. What can you do yourself?

Lagrouw argues that governing bodies certainly do not simply go about disclosing business-sensitive information at a detailed level. “But it can happen if there is a request for an opinion.” She therefore advises business owners to at least put 'Confidential' on all documents they share with government agencies. This can be indicated at the beginning of the whole piece, for each paragraph, or even for each sentence. This last ensures that the governing body can decide per item of information whether to disclose it or not.