Insights

Earn-outs, vendor loans, W&I insurance, escrows and indemnities often interact after closing. Dutch M&A documentation should regulate set-off, claims waterfalls and dispute procedures clearly.

Adyen’s announced acquisition of Orb shows how Dutch listed buyers can approach US SaaS acquisitions, including Dutch governance, US merger mechanics, IP/data diligence and post-closing integration.

The sale of Fairbanks to German Synaforce/Afinum shows how foreign PE-backed buyers should approach Dutch IT infrastructure acquisitions, including customer contracts, data, open-source use and management continuity.

Private credit in Dutch PE deals is not only financing. It affects security, covenants, management rollover, shareholder approvals and governance control.

AI diligence in Dutch M&A and VC deals should be translated into warranties, disclosure, governance controls, information rights and post-closing risk allocation.

A Dutch target is transactable when legal, financial, governance and closing workstreams support execution. US and UK buyers should assess Dutch deal-readiness before signing.

A deadlock in a Dutch BV can block financing, strategy and exit. Foreign investors should address deadlock clauses, contractual exit and Enterprise Chamber routes in the shareholders’ agreement.

A Dutch share option plan must work legally, not only fiscally. Foreign investors should review option pool dilution, vesting, leaver mechanics, exercise, STAK structures and exit treatment.

Vifo screening should be addressed early in Dutch technology transactions. It can affect deal structure, information access, closing conditions, long-stop dates and transaction certainty.