Insights

Continuation vehicles involving Dutch portfolio companies require careful Dutch BV implementation. This article explains share transfer mechanics, shareholder approvals, management rollover, governance resets, due diligence and closing issues in GP-led secondary transactions.

Practical insights on hybrid capital, structured growth financing, convertible debt, preferred equity, private credit and Dutch BV governance for growth companies.

Practical insights on continuation vehicles, GP-led secondaries, NAV financing and Dutch PE governance involving Dutch portfolio companies and Dutch BV structures.

Practical insights for US venture capital investors and advisors on Dutch BV financings, Delaware flips, SAFE notes, preference shares, founder vesting and US-style investor rights.

Selling a company creates liquidity, but also new legal and governance questions. This article discusses Dutch holding structures, founder capital, SPVs, co-investments and post-exit investment governance.

A practical guide to adapting US-style SPA templates for Dutch M&A transactions, including Dutch BV share transfer mechanics, warranties, disclosure, indemnities, leakage, completion accounts and corporate approvals.

A practical guide to AI due diligence in Dutch M&A transactions, including AI IP ownership, training data, governance, disclosure, SaaS acquisitions and investor risk allocation.

A Convertible Loan Agreement can be a fast bridge financing instrument for Dutch startups and scale-ups. The real issues are conversion mechanics, valuation cap, discount, maturity, exit treatment and implementation in a Dutch BV structure.

Dutch private M&A often favours locked box pricing over completion accounts. The key negotiation is usually not only price, but leakage protection between the locked box date and closing.