Dutch mid-market M&A and venture capital insights.

For entrepreneurs, investors and deal professionals.

Practical legal insights on Dutch Corporate Law, M&A, venture capital, private equity, purchase agreements and corporate governance.

By VIOTTA.

Recent Articles.

26 / 08 2026

Vesting After Year Four: Dead Equity and Dutch Startup Governance

Standard 4-year founder vesting can create problems when a startup takes longer to reach Series A or exit. This article explains how departing co-founders, dead equity, reverse vesting, leaver provisions, repurchase rights and cap table clean-up should be addressed in Dutch startup documentation.

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26 / 08 2026

Founder Refresh Equity in Later VC Rounds

Founder refresh equity can help keep key founders aligned after several successful financing rounds. This article explains when founders may receive new options, milestone equity, secondary liquidity or retention equity, and how these arrangements should be implemented in Dutch startup documentation.

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18 / 08 2026

Dutch vs US Share Purchase Agreements

US and Dutch share purchase agreements use many similar deal concepts, but the legal mechanics differ. This article compares representations and warranties, disclosure schedules, indemnities, escrows, caps, baskets, purchase-price adjustments, MAC/MAE clauses, interim covenants, restrictive covenants, governing law, corporate authority and Dutch notarial title transfer.

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18 / 08 2026

What Changes, and What Remains Dutch, After a Delaware Flip?

A Delaware flip moves investor governance and financing documentation to the Delaware parent, but many matters remain Dutch. This article explains what changes and what remains governed by Dutch law, including employment, contracts, IP ownership, board authority, corporate records and notarial actions.

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18 / 08 2026

Delaware Parent, Dutch Subsidiary

A Delaware parent can exercise shareholder control over a Dutch subsidiary, but the Dutch BV retains its own legal personality, management board, corporate records and Dutch-law decision-making requirements. This article explains parent control, board authority, reserved matters, signing authority and intercompany arrangements.

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18 / 08 2026

Delaware LLC vs Dutch BV

A Dutch BV is not the Dutch equivalent of a Delaware LLC. This article explains the key differences for US founders, investors and counsel, including ownership interests, contractual flexibility, management, legal personality, liability and transfer mechanics.

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By VIOTTA.

Recent cases.