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Legal insights
Articles on Dutch M&A, joint ventures, corporate governance and disputes. Filter by topic or search for the point you are working on.
Transaction documents
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.
Transaction documents
A Dutch share transfer requires careful completion formalities
Signing an SPA fixes the parties' obligations, but it does not itself transfer Dutch registered shares. This note sets out the notarial, corporate and funds-flow steps that turn a signed transaction into a completed acquisition.
Transaction documents
Warranty claims remain alive only through disciplined notice and limitation management
Warranty claims are decided as much by the post-closing process as by the warranty itself. This note sets out how notice, limitation, evidence and the available recovery routes should be coordinated after closing.
Transaction documents
Court, arbitration and expert determination require a coordinated dispute design
The dispute clause determines more than the eventual forum. This note sets out how parties can match court proceedings, arbitration and expert determination to the disputes an acquisition agreement is likely to produce.
Price & value
Price & value
Reducing earn-out disputes: seven points to settle in the SPA
An earn-out turns part of the price into a post-completion calculation, often while the buyer controls the business. This note sets out the seven drafting points that determine whether that calculation can be run and resolved without avoidable dispute.
Price & value
Why purchase-price mechanics often lead to disputes
Locked-box and completion-accounts structures allocate different risks between signing and completion. This note sets out how the choice, the accounting rules and the determination process should be documented when price is central to the transaction.
Price & value
Optimistic management accounts as a transaction liability
Management accounts and forecasts can support a sale process, but their presentation can also create exposure where financial information is misleading. This note sets out the legal framework and the records that help a board distinguish an evidenced projection from an unsupported statement.
Governance
Governance
A 50/50 deadlock clause is designed before relations break down
Equal ownership gives each shareholder meaningful protection, but it can also prevent the company from acting. This note sets out the contractual ladder and the statutory fallback that determine how a Dutch 50/50 company can continue or separate.
Governance
Articles and shareholders' agreements perform different legal work
The articles organise the company and are visible in the notarial deed, while a shareholders' agreement records private arrangements between its parties. This note sets out where each instrument has effect and how both documents are kept aligned.
Governance
A founder's death requires corporate continuity and succession planning to work together
A founder's death can transfer shares to heirs while leaving the company without agreed governance, funding or signing authority. This note sets out how articles, succession arrangements and continuity planning can be coordinated for a Dutch founder-led company.
Governance
Good leaver and bad leaver clauses need one coherent document set
Management participation only works predictably when the departure rules are aligned across the documents that govern employment, ownership and certification. This note sets out the trigger, valuation and exit machinery that determines the result.
Governance
Corporate opportunities can require a conflict process before they are pursued
A director's personal interest in an opportunity found through the company creates a governance issue before it becomes an investment proposal. This note sets out the Dutch conflict rules and the process that protects the company's decision.
Governance
Minority investments need an architecture that protects value without impeding the business
A minority investment is not defined by a single veto right or board seat. This note sets out how articles, contract rights and statutory backstops combine into a workable minority protection package.
Governance
Certified shares separate economic participation from control
Certification can pass economic value while concentrating voting control in a STAK. This note sets out the governance role of the administratievoorwaarden, certificate holders' rights and the diligence needed when a STAK sits in a transaction structure.
Regulatory
Regulatory
Vifo screening is a condition precedent to identify early
The Vifo Act can place a Dutch transaction behind a mandatory national-security review. This note sets out the scope questions, the standstill and the timetable points that belong in the transaction documents from the term sheet stage.
Regulatory
Enforcing security over Dutch shares requires a controlled sale process
A pledge over Dutch shares gives a lender powerful enforcement rights, but it does not turn a distressed company into an ordinary sale asset. This note sets out the enforcement routes, governance effects and value-preservation measures that matter to shareholders and boards.
Regulatory
Cross-border mobility operations are transaction tools alongside a share transfer
A cross-border conversion, merger or division can move a Dutch business into a different group structure without relying solely on a share or asset transfer. This note compares the available routes and identifies the procedural, employee and tax issues that determine whether the corporate route is workable.
Regulatory
Works council involvement belongs in the transaction timetable
Works council consultation is not a post-signing formality. This note sets out how the works council's right to advice, the SER Fusiegedragsregels and the structure regime affect the sequence, confidentiality and documentary record of a Dutch transaction.
Regulatory
Transfer of undertaking turns an asset deal into an employment transaction
The purchase of a business can carry its employees and employment obligations with it by operation of law. This note sets out the transfer-of-undertaking analysis for asset deals, carve-outs and integrations, including the distinct pension position.
Regulatory
Merger control discipline protects the transaction before closing
Merger control affects more than the filing itself. This note sets out how notification, standstill and gun-jumping risk should shape the SPA, the clean-team protocol and the parties' conduct between signing and closing.
Regulatory
Transaction compliance clearance is a closing workstream
Ownership, anti-money-laundering and sanctions checks can determine whether a transaction that is otherwise ready is able to close. This note sets out how the compliance workstream is organised, where the underlying information is tested and how the transaction documents allocate an unresolved risk.
Digital & AI
Digital & AI
AI in due diligence: faster review, the same responsibility
AI allows us to search a large data room faster and more consistently. Legal judgement, and responsibility for the review, remain with us. This note sets out what AI changes in due diligence, what that means for disclosure and the purchase agreement, and how we protect confidential information.
Digital & AI
The technology stack belongs in the purchase agreement
In a software transaction, the legal value is often found in contracts, code, data and the ability to continue operating after completion. This note sets out how those dependencies translate into conditions, warranties and a technology-stack schedule.
Finance & distress
Finance & distress
Acquisition finance security requires a corporate-benefit analysis
Acquisition debt is often supported by guarantees and security from companies that did not borrow the money. This note sets out the Dutch corporate issues that determine whether that support can be approved, documented and delivered at closing.
Finance & distress
A distressed acquisition route determines what remains with the business
A distressed acquisition can be structured through a solvent sale, a WHOA process, a prepared asset sale or a trustee-led sale. This note sets out what each route can achieve, what it does not cleanse and how that distinction shapes price, diligence and the transaction timetable.