Insights

Dutch directors are not personally liable for ordinary business failure. But liability may arise where directors move value away from the company, prefer related parties or knowingly leave creditors without recourse.

A Dutch legal opinion is not due diligence and not a commercial guarantee. In cross-border M&A, it gives focused comfort on Dutch law matters such as corporate existence, capacity, authority, due execution and enforceability.

The MAC clause is common in acquisition contracts and its purpose is to protect the buyer from circumstances that have a significant impact on the financial position of the target company.

The WAGEVOE makes Dutch shareholder disputes more practical by concentrating withdrawal and expulsion proceedings before the Enterprise Chamber. In practice, valuation and settlement often become central.

Indemnities in Dutch M&A agreements allocate known risks between buyer and seller. This article explains warranties, disclosure, W&I insurance, caps, claims procedures and no double recovery.

Practical guide for foreign investors on the Dutch Corporate Governance Code, Dutch BV governance, board accountability, risk management and investor rights.

The Dutch private equity and M&A market entered 2025 with more optimism, but not with a return to easy dealmaking. Based on PwC and McKinsey market insights, this article looks at dry powder, valuation gaps, deal structuring and legal preparation in Dutch PE and M&A transactions.

A practical overview of shareholder appointment rights in Dutch companies and why Dutch courts may interpret governance clauses based on the parties’ intentions.

The Netherlands is preparing a more favourable tax regime for employee stock options for startups and scaleups. This article explains the proposed changes, the remaining limitations and the practical relevance for founders, investors and employees.