Viotta Law - Dirk de Waard

Corporate and M&A lawyer in the Netherlands

Dirk de Waard is a Dutch corporate and M&A lawyer and partner at Venture Lawyers based in Amsterdam. He advises entrepreneurs, investors, companies and international clients on M&A transactions, venture capital, private equity, shareholders’ agreements, joint ventures and corporate governance.

Dirk’s practice focuses on Dutch corporate law and cross-border transactions. He regularly assists clients with acquisitions, investments, company restructurings, Dutch BV structures, shareholder arrangements, management participations and commercial contracts.

International clients involve Dirk because he combines Dutch corporate law expertise with a practical understanding of international deal practice. He is used to working with foreign investors, founders, management teams, corporate finance advisers, tax advisers, notaries and foreign counsel.

Experience and background

Since 1 April, Dirk has been a partner at Venture Lawyers, an Amsterdam-based boutique law firm focused on venture capital, M&A and corporate law. Venture Lawyers works with entrepreneurs, investors, startups, scale-ups, management teams and companies on investments, acquisitions, governance, shareholder arrangements and complex commercial matters, with a strong focus on practical execution and transaction-driven advice.

His work is particularly focused on mid-market M&A transactions, venture capital and private equity investments, shareholder arrangements and corporate structuring for Dutch and international clients.

Over the past three years, Dirk led and developed the corporate/M&A practice at Blenheim. In that role, he acted as lead counsel on buy-side and sell-side M&A transactions, investment rounds, management participations, shareholders’ arrangements and complex investment structures. Dirk has been practicing as a lawyer since 2014. He started his career at DeWaardSinke Advocaten and became one of the founding partners of VIOTTA Advocaten in 2018.

Dirk studied law at the Vrije Universiteit Amsterdam, where he completed the Zuidas Master in Corporate Law. He also obtained an LL.M. from Cornell Law School, where he focused on corporate, finance and securities law.

What Dirk advises on

Dirk advises on the legal aspects of buying, selling, investing in and structuring companies in the Netherlands. His work includes drafting and negotiating share purchase agreements, asset purchase agreements, investment agreements, shareholders’ agreements, convertible loan agreements, SAFE-style instruments, joint venture agreements and corporate documentation.

He also advises on board and shareholder decision-making, reserved matters, founder arrangements, management equity, exit rights, minority shareholder protection and disputes between shareholders.

Where tax, employment, regulatory or notarial input is required, Dirk coordinates with specialist advisers so that the legal workstream remains clear and efficient.

International clients

Dirk regularly works with US, UK and other international clients that acquire, invest in or structure Dutch companies. For foreign clients, he acts as Dutch legal counsel and helps translate international commercial terms into enforceable Dutch law documentation.

This is particularly relevant where a Dutch BV is used as an operating company, acquisition vehicle, holding company, joint venture platform or investment vehicle.

Dirk’s approach is practical, responsive and transaction-focused: clear advice, efficient documentation and a strong focus on getting the deal or structure implemented properly.

Representative matters

Dirk has advised on a wide range of Dutch and cross-border corporate transactions, including M&A transactions, venture capital financings, joint ventures, management participations and restructurings. Further deal references are available on Venture Lawyers’ deal overview and on Dealmaker.nl.

Venture capital and growth financing

Dirk also advises founders, startups, scale-ups and investors on venture capital transactions, seed rounds, Series A financings, convertible instruments and investor documentation, including:

Further deal references are available on Venture Lawyers’ deal overview and on Dealmaker.nl.

Contact Dirk

If you are looking for Dutch corporate law advice, assistance with a transaction, investment round, shareholders’ agreement or Dutch BV structure, please contact Dirk de Waard.

Email: dirk.dewaard@viottalaw.com
Mobile: +31 6 12 42 90 06

Dirk de Waard.

Recent cases.

Dirk de Waard.

Articles.

16 / 09 2026

Legal Due Diligence Readiness for Dutch Startups

A Dutch startup should enter investor due diligence with a reconciled cap table, complete corporate records, a clear IP chain and documented equity arrangements. This article explains which legal issues should be addressed before diligence starts and how Dutch counsel can prepare the company for an efficient financing process.

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16 / 09 2026

Dutch Startup Share Options in 2027: Tax Reform, SARs and Investor Implications

The Netherlands is proposing a more favourable tax regime for employee share options at qualifying startups and scale-ups from 2027. For foreign investors and founders, the development also affects option pools, dilution, Dutch BV approvals, SAR structures, due diligence and exit treatment.

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15 / 09 2026

Structuring the Purchase Price in Dutch M&A: Value, Price and Exit

Economic value, agreed purchase price and the exit proceeds ultimately received by shareholders are not the same. This article explains how purchase prices in Dutch M&A are structured through locked box and completion accounts mechanisms, vendor loans, deferred consideration, earn-outs and staged equity transfers, and how liquidation preferences and exit waterfalls affect founders and investors in VC-backed Dutch companies.

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09 / 09 2026

Valuation Gaps in Dutch M&A

Valuation gaps in Dutch M&A are increasingly solved through transaction structure rather than headline price alone. This article explains how buyers and sellers use earn-outs, vendor loans, deferred consideration, rollover equity, locked box, completion accounts, due diligence and LOI drafting to bridge uncertainty in a selective Dutch mid-market.

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31 / 08 2026

Can a VC Investor Block a Dividend Distribution in a Dutch BV?

A VC investor can receive a veto right over dividend distributions in a Dutch BV, but that right must be drafted and exercised within the Dutch governance framework. This article explains investor consent rights, Dutch reasonableness and fairness, the distribution test, the role of the board and the company’s interest.

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31 / 08 2026

Exiting a Dutch PE Investment

Exiting a Dutch PE investment can involve a trade sale, secondary buy-out, recapitalization, continuation vehicle, management buy-out or IPO. This article explains exit routes, management rollover, vendor due diligence, W&I insurance, drag-along, governance, disclosure and Dutch notarial closing mechanics.

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31 / 08 2026

Acquiring a Distressed Dutch Business

Acquiring a distressed Dutch business requires a different approach from a regular acquisition. This article explains share deals, asset deals, out-of-court restructurings, bankruptcy restarts, liabilities, contracts, employees, security rights, clawback risk, limited warranties and closing under time pressure.

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31 / 08 2026

Leveraged Buy-Outs and Debt Pushdown in Dutch PE Transactions

Leveraged buy-outs and debt pushdown in Dutch PE transactions require careful Dutch corporate governance. This article explains acquisition debt, BidCo structures, corporate benefit, guarantees, security, distributions, management fees, intercompany loans, director duties and post-closing governance.

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28 / 08 2026

Corporate Venture Capital and Strategic Investments in Dutch Companies

Practical Dutch legal insights for foreign corporate investors, international companies and M&A counsel on corporate venture capital, strategic minority investments, commercial agreements, IP, governance, subsequent financing rounds and exit.

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