walslaw, Amsterdam boutique law firm
ENNL

Acquisitions

An acquisition is the point at which a commercial thesis becomes a binding set of legal terms. The acquisition agreement determines where risk sits, how value is protected and what the buyer actually owns after closing. We advise investors, entrepreneurs, founders, family-owned businesses and corporates on Dutch and cross-border acquisitions. From first contact the work is focused: scoping due diligence to the items that matter, designing price mechanics that hold up under scrutiny, and drafting the SPA so that the terms negotiated are the terms signed.

When clients call us

  • You have identified a target and need counsel from LOI onwards
  • An auction process invites you to bid and the timetable is tight
  • Diligence has surfaced findings and you need them priced and papered
  • A cross-border element (financing, regulatory clearance, foreign sellers) needs coordination
  • You are buying from administrators or a distressed seller and need to move quickly

Key legal & commercial issues

I.

Translating the commercial thesis into binding terms

Every acquisition rests on a small set of commercial assumptions, including revenue quality, customer concentration, key contracts and key people. Due diligence tests those assumptions, the SPA translates the outcome into warranties, indemnities and price, and the risk allocation it produces is central to the value of the transaction.

The legal structure determines where risk sits. Warranties allocate unknown risk, specific indemnities address known risk, conditions precedent gate the transaction, and price mechanics handle value movements between signing and closing. Each lever has a counterweight in negotiation, and the right combination depends on the target, the seller and the dynamics of the transaction.

II.

Diligence that adds value

Due diligence is most valuable where it changes the negotiation. We scope diligence to the items that genuinely affect price, structure or certainty, covering title and capacity, financials, key contracts, employment and pensions, tax, IP, data, regulatory exposure and litigation, and we translate relevant findings into specific transaction terms that the transaction team can use.

III.

Dutch-law specifics buyers should plan for

  • Works council advice under the Works Councils Act (WOR), at the target and sometimes also at the buyer or the seller, may be required for a proposed transfer of control and must be sequenced carefully.
  • A blokkeringsregeling in the articles and shareholder consents can condition a share transfer.
  • Antitrust filings and foreign investment (FDI) screening with the ACM, the European Commission or foreign authorities may gate closing.
  • Foreign investment screening under the Wet Vifo applies to vital providers and sensitive technology, and needs to be identified early.
  • Share transfers in a BV or an unlisted NV require a notarial deed before a Dutch civil-law notary (artt. 2:86 and 2:196 DCC).

What we advise on

What we advise on

  • Private acquisitions of Dutch businesses
  • Acting as Dutch counsel within a team led from another jurisdiction
  • Carve-outs and group restructurings as part of an acquisition
  • Auction bid strategy, SPA mark-up and bid letters
  • Cross-border acquisitions as Dutch lead counsel
  • Management equity, sponsor arrangements and rollover terms
  • W&I insurance: underwriting, policy alignment and warranty package design
  • Conditions precedent, regulatory filings and signing/closing logistics

Typical documents and deliverables

Typical documents and deliverables

  • Confidentiality and clean-team agreements
  • Letter of intent or term sheet with exclusivity and break-fee terms
  • Bid letters and process-letter responses (auctions)
  • Share purchase agreement (locked-box or completion accounts)
  • Disclosure letter and disclosed-documents bundle
  • Notarial deed of share transfer
  • Shareholders' or investment agreement for ongoing investments
  • Transitional services, IP, employment and financing ancillaries
  • W&I insurance policy review and alignment with the SPA

How we support the process

How we support the process

  1. 1

    Short scoping call to confirm the commercial thesis, the structure and the timetable

  2. 2

    Lean diligence plan focused on items that matter to price and risk

  3. 3

    Drafting and negotiating the SPA and ancillaries

  4. 4

    Conditions precedent, regulatory filings and financing tracked through to a workable signing date

  5. 5

    Closing, post-closing deliverables and integration support where useful

Questions clients ask before instructing us

Questions clients ask before instructing us

How long does a Dutch acquisition usually take from LOI to closing?
The timetable for a Dutch private acquisition depends on the scope of due diligence, the complexity of the SPA negotiation, financing and any regulatory or works council process. Due diligence and negotiation can run in parallel. Conditions should be identified early and incorporated into the transaction timetable, particularly where they may affect signing or closing.
Locked-box or completion accounts?
The locked box is the more common mechanic in the Netherlands, particularly on sponsor and mid-market transactions, while completion accounts remain in regular use. Under a locked box the price is fixed at signing by reference to audited accounts at a locked-box date, the buyer takes economic risk from that date, and there is no post-closing adjustment to argue about. It requires a reliable balance sheet at the locked-box date and a tight leakage regime with a euro-for-euro indemnity. Completion accounts suit carve-outs, targets with volatile working capital, and situations where no recent audited balance sheet exists. The trade-off is a genuine one, in that completion accounts protect against value movement but give the buyer a mechanism that the seller must then negotiate line by line, often months after closing.
Should we use W&I insurance on a Dutch acquisition?
W&I insurance is commonly used on sponsor transactions and, now that the product has become more accessible, increasingly in the lower mid-market as well. It works well where the seller wants a clean exit, where the seller is a fund with limited post-closing life, or where a competitive process makes a low seller cap decisive. It is considerably less effective where due diligence has been limited, because insurers price and exclude on the strength of the diligence report rather than the warranty catalogue. Known issues, secondary tax liabilities, tax structuring risk, pension underfunding and environmental matters are routinely excluded. With a well-prepared file underwriting can be completed in around a week, although it often takes somewhat longer, and the insurer will be involved in the negotiation of the SPA.
Do we need to consult the works council before signing?
If the target, the buyer or the seller has a works council, the Works Councils Act (WOR) gives it a right to advise on a transfer of control before the decision is taken. In practice this often means before signing rather than before closing. A transaction signed subject to works council advice requires careful structure so that the decision remains genuinely open. The council has a reasonable period to advise. Where the decision taken is not in accordance with that advice, implementation must be suspended for one month, during which the council can appeal to the Enterprise Chamber. Sequencing is critical, since a consultation begun too late will either delay signing or expose the transaction to challenge. We map the consultation into the timetable at the LOI stage.
What is investment screening under the Wet Vifo?
The Vifo Act requires prior notification of acquisitions of control in Dutch companies that are vital providers, business campus operators, or active in designated sensitive technologies. For certain sensitive technologies, the acquisition of significant influence is also notifiable. The technologies within scope can be extended; we establish case by case which categories apply at the time of the transaction. Closing before clearance is prohibited. A breach can lead to enforcement action and, where national-security risks cannot be managed, an order to unwind the acquisition. Review usually takes several weeks to several months.
Can the firm act as lead counsel on a cross-border acquisition?
On transactions with a Dutch target or a Dutch acquisition vehicle, we can act as lead counsel, managing the SPA, coordinating local counsel in other jurisdictions and liaising with the notary, tax advisors and financing team. Where a transaction is led from another jurisdiction, we act as Dutch counsel within the wider team. In either case there is one fixed point of contact on our side who knows the transaction documents.
Do I need a Dutch notary to buy shares in a BV?
Yes. Transfer of shares in a Dutch BV or an unlisted NV requires a notarial deed executed before a Dutch civil-law notary (artt. 2:196 and 2:86 DCC). This is a validity requirement rather than a formality: without the deed, title does not pass. The notary verifies the relevant corporate authority and performs the required client due diligence. In practice, the notary is involved in the closing process from an early stage. A foreign-law share purchase agreement may govern the sale arrangements, but the transfer itself remains subject to Dutch notarial formalities.

Related areas

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