Insights

A practical guide for international companies using a Dutch BV as operating subsidiary, sales entity, contracting platform or acquisition vehicle.

US investors often expect preferred economics, anti-dilution protection, information rights, vetoes, conversion rights and exit rights. This article explains how those concepts can be translated into Dutch BV documentation.

This practical checklist summarises the key implementation steps in Dutch BV transactions: corporate approvals, notarial deeds, KYC, powers of attorney, funds flow, shareholder documentation, filings, registers and post-closing governance.

Many cross-border transactions are signed before all closing conditions are satisfied. This insight discusses conditions precedent, pre-closing covenants, regulatory approvals, notarial timing, bring-down confirmations and closing deliverables.

Dutch BV governance differs from Delaware and UK company law expectations. This article explains board authority, shareholder rights, investor consents, director duties, one-tier boards and the interaction between contractual and corporate governance.

A Dutch closing is rarely just an exchange of signatures. This article explains how foreign buyers should prepare for board approvals, shareholder resolutions, funds flow, notarial execution, release documents, corporate registers and post-closing filings.

Dutch BV share transfers and share issuances often require a Dutch notarial deed. This article explains the role of the civil-law notary, required documentation, timing, powers of attorney, KYC, legalisation and common closing bottlenecks.

Preferred equity, warrants and holdco debt can be useful in Dutch acquisition structures, but they affect more than financing economics. This article explains the Dutch implementation issues for sponsors, investors and deal teams.

W&I insurance and earn-outs can help bridge risk and valuation gaps in Dutch M&A, but they do not replace careful SPA drafting. This article explains what still belongs in the seller liability, disclosure, covenant and claims package.