Insights
Articles on Dutch M&A and governance.
Concise writing on Dutch M&A, joint ventures and corporate governance, focused on questions clients regularly ask us.
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Transaction documents
A warranty breach is not yet a recoverable claim
A warranty can be untrue and the target can have suffered a real loss, without the buyer recovering that amount. This note sets out the separate questions of breach, loss and contractual measurement in a Dutch share purchase agreement.
Transaction documents
Fair disclosure is a contractual standard, not a data-room event
Information can be available in a data room without being fairly disclosed for the purpose of a warranty claim. This note sets out how the disclosure standard, the disclosure letter and the transaction record should work together.
Transaction documents
A non-binding LOI can still create binding acquisition obligations
The title of a letter of intent does not decide whether an acquisition agreement exists or whether ending discussions carries liability. This note separates the risks and sets out the clauses and conduct that keep the intended position clear.
Transaction documents
A MAC clause provides protection only when its trigger can be applied
A material adverse change clause can allocate signing-to-completion risk, but broad language rarely resolves a dispute without an agreed measurement framework. This note sets out the drafting choices that determine whether a Dutch-law MAC clause has practical effect.
Transaction documents
Conditions precedent need an owner, evidence and a consequence
A list of conditions precedent does not by itself make a transaction executable. This note sets out the condition matrix, cooperation covenants and long-stop mechanics that make the path to completion capable of being tested and proved.
Transaction documents
W&I insurance does not repair unclear SPA drafting
Warranty and indemnity insurance can change who ultimately bears a warranty claim, but it does not replace the purchase agreement. This note sets out where the policy and the SPA diverge, and how that gap is managed in the documents.