Expertise
Mergers & acquisitions
From first exploration to closing.
In practice
Our approach.
Our work spans transaction structure, pricing mechanisms, the allocation and mitigation of legal and commercial risks, conditionality and timing. We shape the structure and the documentation around what the client wants the transaction to achieve.
Our advice is concise and practical, aimed at resolving issues and keeping transactions moving. Throughout the process, we act as a committed legal advisor and a constructive sparring partner.
Key legal & commercial issues
What determines the outcome of an M&A transaction
- 01
Translating the commercial rationale into binding terms
Every acquisition rests on a small set of commercial assumptions: revenue quality, customer concentration, key contracts, key people. Due diligence tests those assumptions; the SPA translates them into price, warranties and indemnities, and the resulting risk allocation is central to the value of the transaction.
- 02
Diligence that adds value
Due diligence is most valuable where it informs the negotiation. We focus diligence on items that genuinely affect price, structure or certainty, and translate findings into specific transaction terms rather than into lengthy appendices.
- 03
Dutch-law specifics buyers and sellers should plan for
Specific areas we advise on
- Antitrust filings and foreign investment (FDI) screening with the ACM, the European Commission or foreign authorities, which can block closing.
- The Wet Vifo screening test for vital providers and companies active in sensitive technology, which needs to be identified early.
- Works council advice under the Works Councils Act (WOR) where applicable.
- Transfer restrictions in the articles (blokkeringsregeling) and shareholder consents that condition a share transfer.
- Notarial deed required for transfer of shares in a Dutch BV or an unlisted NV.
What we advise on
Specific areas we advise on within M&A
Acquisitions
Advice on Dutch and cross-border acquisitions.
Read moreDivestments
Advice on selling a business, protecting price and deal certainty.
Read moreShare deals
Advice on transferring shares in a Dutch BV or NV.
Read moreAsset deals
Advice on asset transfers, for example in a carve-out.
Read moreLegal due diligence
Legal due diligence built to change the negotiation.
Read moreTransaction structuring
Structuring decisions that protect value before signing, at closing and after completion.
Read moreControlled auction processes
Discipline at every stage of a controlled auction.
Read moreManagement buy-outs
MBO counsel for management teams and sponsors.
Read moreManagement buy-ins
Counsel for incoming management teams and their sponsors.
Read moreBolt-on acquisitions
Repeatable bolt-on execution that protects price and pace.
Read moreJV & strategic partnerships
The legal bridge between M&A and joint ventures.
Read moreDutch counsel for international transactions
Read moreApproached by a potential buyer: what now?
Read moreQuestions clients ask before instructing us
When should we involve M&A counsel in a transaction?
Counsel is best involved before the letter of intent is signed. A letter of intent routinely contains binding undertakings on exclusivity, costs and confidentiality, and sets expectations, for example on price and the scope of warranties, that are hard to walk back later. Early involvement allows the legal structure, transaction mechanics and process timetable to be set up correctly from the outset.
What is the difference between a share deal and an asset deal under Dutch law?
In a share deal, the shares in the legal entity are transferred, which for a BV or an unlisted NV requires a notarial deed, while its assets, liabilities and contracts remain with that entity. An asset deal transfers specified assets and assumed liabilities; contracts typically need third-party consent. The choice is driven by commercial considerations, such as the wish to take over only selected assets and liabilities, and by tax, liability allocation, regulatory considerations and the views of key counterparties.
Is a notarial deed always required to transfer Dutch shares?
A transfer by particular title of registered shares in a Dutch BV or an unlisted NV requires a notarial deed before a Dutch civil-law notary, and the company's shareholders' register must be updated. This is a formal requirement under artt. 2:86 and 2:196 DCC and cannot be waived contractually.
Do we need works council advice for an M&A transaction?
A works council may have advice rights under the WOR at more than one level: at the target, at the seller transferring control and at the buyer acquiring it. The advice request must be substantive, made at a point when it can materially influence the decision, and sequenced carefully against signing and closing.
When is merger control filing required?
A filing with the Dutch ACM is required where the applicable turnover thresholds are met; EU filings with the European Commission apply at higher thresholds. Closing usually cannot occur before clearance, so filings need to be scoped early to avoid timetable surprises.
What does warranty and indemnity (W&I) insurance change in a transaction?
W&I insurance allows sellers to give a fuller warranty package while keeping their own liability limited, often to a nominal amount, and gives buyers a solvent counterparty for warranty claims. For sellers such as investment funds, that makes a near-clean exit possible. The SPA still needs to be drafted carefully because the policy follows the contract; misalignments between policy exclusions and SPA wording can leave gaps.