Insights

A Delaware parent can exercise shareholder control over a Dutch subsidiary, but the Dutch BV retains its own legal personality, management board, corporate records and Dutch-law decision-making requirements. This article explains parent control, board authority, reserved matters, signing authority and intercompany arrangements.

A Dutch BV is not the Dutch equivalent of a Delaware LLC. This article explains the key differences for US founders, investors and counsel, including ownership interests, contractual flexibility, management, legal personality, liability and transfer mechanics.

International deal teams working in the Netherlands should involve Dutch counsel early, share the right documents, manage time zones, involve the Dutch notary, prepare KYC and powers of attorney, and integrate Dutch deliverables into the central closing checklist. This article provides practical tips for efficient Dutch transaction implementation.

International counsel should involve Dutch lawyers when Dutch law may affect transaction structure, authority, governance, regulatory analysis, share transfers, share issuances, employees, works councils, financing, security or closing mechanics. This article identifies the key triggers and timing points.

US law firms often lead transactions involving Dutch companies using US-style documentation. This article explains how Dutch counsel can work alongside US lead counsel by identifying Dutch corporate law, governance, notarial and closing points that require local-law adjustment.

Dutch VC investment agreements often include warranties, indemnities and liability caps. This article explains survival periods, caps, baskets, fraud carve-outs, exclusive remedy clauses, rescission rights and the difference between founder recourse and company recourse.

Warranties and due diligence in Dutch VC transactions differ from classic M&A. This article explains company warranties, founder warranties, IP ownership, disclosure, limited recourse and proportionate liability in Dutch startup financing rounds.

Dutch and UK share purchase agreements use similar concepts, including warranties, indemnities, disclosure, limitations, restrictive covenants, locked box and completion accounts. This article explains the key differences in Dutch corporate implementation, notarial share transfer, governing law, employee consultation and the relationship between the SPA and the Dutch notarial deed.

MFN clauses protect investors against later investors receiving better terms, but they can complicate future Dutch VC rounds. This article explains MFN rights in convertible loans, SAFE-like instruments, bridge rounds and side letters, with attention to cap table impact, conversion mechanics and Dutch implementation.