Insights

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.

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.

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.

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.

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.

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.

International deal teams working in the Netherlands should involve Dutch counsel early, share the right documents, manage time zones, involve the Dutch notary, prepare KYC and powers of attorney, and integrate Dutch deliverables into the central closing checklist. This article provides practical tips for efficient Dutch transaction implementation.

International counsel should involve Dutch lawyers when Dutch law may affect transaction structure, authority, governance, regulatory analysis, share transfers, share issuances, employees, works councils, financing, security or closing mechanics. This article identifies the key triggers and timing points.

US law firms often lead transactions involving Dutch companies using US-style documentation. This article explains how Dutch counsel can work alongside US lead counsel by identifying Dutch corporate law, governance, notarial and closing points that require local-law adjustment.