Insights

The proposed InoBat transaction shows how a Dutch N.V. can serve as TopCo in a Nasdaq structure involving preference shares, warrants, employee options and PIPE financing.

From 1 January 2027, Dutch companies can use fully digital shareholder meetings if the articles and meeting process meet the statutory requirements. The change is relevant for international shareholder governance and transaction approvals.

Foreign parent companies can grant options to employees of a Dutch subsidiary. This insight explains the Dutch implementation layer: local documentation, grant administration, employee mobility and the treatment of Dutch participants in a group exit.

A Dutch M&A exit requires a defined treatment for every material employee option. This insight explains exercise, cash cancellation, deferred consideration, Dutch notarial implementation and the connection with payroll and closing funds flow.

ABP's commitment to the Scaleup Europe Fund illustrates the growing depth of European late-stage capital. This insight explains how a Dutch BV can accommodate institutional growth investment through clean cap tables, preferred equity, governance and Dutch corporate implementation.

European software targets are attracting strong buyer interest, with greater differentiation in valuation. This insight explains how Dutch SaaS and data companies can prepare recurring revenue, IP, data rights and material contracts before buyer diligence begins.

AI metrics are beginning to enter private equity incentive design. This insight explains when an AI KPI can sensibly affect vesting in a Dutch management participation structure and how it should connect to leaver and exit mechanics.

Some European startups are reversing Delaware holding structures after US fundraising fails to deliver the expected benefits. This insight explains when a Dutch BV can remain the better parent company, when Delaware still makes sense and what investors and counsel should assess before restructuring the group.

The proposed Dutch tax regime for startup share options could change the way employee equity is structured from 2027. This insight explains what foreign investors and international counsel should know about the legislative status, RVO qualification, valuations, foreign parent plans, Dutch payroll, option pools and treatment of employee options in financing rounds and exits.