Insights

A practical overview of how preference shares are implemented in Dutch venture capital transactions, including liquidation preferences, voting rights and anti-dilution protection.

A practical overview of how convertible loans are used in Dutch startup financing, including conversion mechanics, valuation caps, discounts and investor protections.

A practical overview of vendor loans and deferred consideration in Dutch acquisitions, including seller financing, repayment terms, subordination and warranty claim interaction.

A practical overview of locked box and completion accounts in Dutch M&A transactions, including leakage, working capital, debt-like items and post-closing adjustments.

SAFE notes can be used in Dutch startup financing, but US-style SAFE instruments should not be copied into Dutch BV documentation without adaptation. This article explains conversion mechanics, valuation caps, discounts, pre-emption rights, shareholder approvals, notarial execution, fallback scenarios and the difference between SAFEs, convertible loans and priced equity rounds.

A practical overview of venture capital financing rounds in Dutch BVs, including investor rights, corporate approvals and notarial implementation.

An overview of management participation structures in Dutch private equity transactions, including equity incentives, leaver provisions and governance rights.

A practical overview of acquisition structures, governance, financing and management participation in Dutch private equity transactions.

Foreign buyers in Dutch M&A often underestimate the notarial closing process. In a Dutch BV share transfer, the SPA, notarial deed, powers of attorney, approvals, shareholders’ register and funds flow must be aligned before completion.