Insights

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.

The Dutch government’s prohibition of Kyndryl’s proposed acquisition of Solvinity is not a general ban on US tech investment, but it is a serious signal for deals involving Dutch digital infrastructure, telecom screening, public-sector cloud and digital sovereignty.

Option pools are an important negotiation point in Dutch startup financings. This article explains pool sizing, founder dilution, investor approvals, vesting, leaver rules, exit treatment and Dutch BV implementation.

Management rollover in Dutch PE deals is more than an equity percentage. This article explains how reserved matters, leaver provisions, board control and Dutch BV governance should be structured after closing.