Dutch counsel for international transactions

Transactions led from London, New York, Paris or Frankfurt regularly involve a Dutch entity, a Dutch subsidiary or a Dutch seller that has to be dealt with under Dutch law. We act as Dutch counsel on those transactions, within a team led from another jurisdiction. We take instructions from the lead firm, report in English and in the format the lead firm and its client already use, and deal directly with the civil-law notary on the transfer mechanics. The lead firm keeps the client relationship and the structure of the transaction. We make the Dutch part work.

Key legal & commercial issues

What the Dutch workstream covers

The Dutch scope is usually a defined part of a larger transaction: legal due diligence on the Dutch group companies, the Dutch law elements of the SPA and the disclosure letter, corporate authorisations and the notarial transfer of shares, works council and trade union steps, and the Dutch conditions that can gate signing or closing, including screening under the Wet Vifo and antitrust filings with the ACM. Where the transaction is an asset deal, the transfer of undertaking rules and the position of the employees concerned are usually the determining Dutch issue. The scope is agreed in writing at the outset, so that nothing sits between the two firms unallocated.

II.

Working under foreign lead counsel

We are used to not holding the pen on the main agreement. The lead firm sets the structure, runs the negotiation and owns the client relationship. Our role is to make sure the Dutch law positions within that structure are right, and are expressed in a way that works in the document the lead firm is drafting. That means marking up rather than redrafting, flagging where a common law formulation will not produce the intended result under Dutch law, and giving a clear answer on what is market in the Netherlands rather than a list of options. Reporting is in English by default, and to the lead firm's or the client's house template where one exists.

III.

The notary and closing mechanics

Shares in a Dutch BV or an unlisted NV are transferred by notarial deed executed before a Dutch civil-law notary (artt. 2:86 and 2:196 DCC). Signing the SPA does not transfer them. That single point drives most of the Dutch closing timetable: the notary is instructed early, powers of attorney and corporate resolutions have to be in place and usually legalised where signatories are abroad, the deed and the funds flow have to match, and the shareholders' register is usually updated on the day. We instruct and coordinate the notary, prepare the Dutch corporate documents and run the closing checklist for the Dutch steps, with the aim of completing a closing across several time zones in one sitting. Our note on Dutch share transfer formalities sets out the formalities in detail.

IV.

One point of contact

The person who takes on the instruction stays involved through to closing, so the lead firm has one point of contact for Dutch law questions. Conflict checks are run before an instruction is accepted, including against parties expected to appear later in the same process.

What we advise on

Dutch legal due diligence as part of a multi-jurisdictional process
Dutch law input on the SPA, disclosure letter and ancillaries drafted by the lead firm
Corporate authorisations, powers of attorney and the notarial deed of transfer
Works council advice under the WOR and notification under the SER Merger Code
Dutch conditions precedent, including Wet Vifo screening and ACM filings
Dutch law legal opinions and signing and closing logistics
Post-closing Dutch corporate housekeeping, including register updates and filings

How we support the process

1
A short call to fix the Dutch scope, the reporting format and the deadlines that matter to the lead firm
2
A written scope and fee basis before work starts, so that the Dutch cost is predictable within the wider budget
3
Reporting in English, in the lead firm's or the client's template, with issues ranked rather than listed
4
Direct contact with the notary, the Dutch tax advisor and the financing team where that shortens the chain
5
A Dutch closing checklist tied into the overall closing agenda, and attendance at closing

Questions clients ask before instructing us

Will you take instructions from us rather than from the client?

Yes. On a transaction led from another jurisdiction the lead firm is our instructing party, the client relationship stays with the lead firm, and we report to the lead firm unless it asks us to report to the client directly. We do not approach the client separately about other work.

Can you report in our house format?

Yes. Reporting is in English by default and follows the lead firm's or the client's template where one exists, including agreed materiality thresholds and risk ratings. Where no template exists we report by issue, setting out the Dutch law position, the practical consequence and the recommended transaction lever.

Do we need a Dutch notary, and do you arrange one?

A transfer of shares in a Dutch BV or an unlisted NV is only effective by notarial deed before a Dutch civil-law notary, so a notary is required on every share deal involving such a company. We instruct and coordinate the notary, or work with the notary the client already uses, and we take responsibility for the Dutch documents the notary needs in time for the closing date.

Do you also act as Dutch lead counsel?

Yes, where the transaction has a Dutch target or a Dutch acquisition vehicle. In that role we manage the SPA, coordinate local counsel in other jurisdictions and liaise with the notary, the tax advisors and the financing team. Both roles are ordinary parts of the practice, and which one applies is settled at the first conversation.

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