Insights

When sellers, founders or management remain invested after a Dutch acquisition, the shareholders’ agreement is as important as the SPA. It regulates governance, information, transfer and exit rights after closing.

Management presentations, vendor due diligence, data rooms and Q&A processes shape buyer confidence, SPA negotiation and deal certainty in Dutch sale processes.

The revised EU FDI Regulation confirms that US and UK buyers of Dutch AI, cloud, semiconductor, cybersecurity and data infrastructure targets should front-load Dutch Vifo and FDI analysis.

Dutch startups can offer meaningful employee equity, but options, STAKs, SARs, tax, notarial implementation and exit treatment must be structured clearly to become investor-ready.

The SpaceX IPO highlights the power of employee equity in US venture culture. For US investors in Dutch startups, the key issue is how Dutch option plans and employee participation structures differ from Delaware-style equity compensation.

A Delaware flip can help a Dutch startup access US capital, but it is not always necessary. Founders and investors should assess tax, cap table rights, employee equity, IP and Dutch BV implementation first.

Dutch preference shares can implement many US preferred stock economics, but the legal mechanics differ. US-style investor rights must be translated into Dutch articles, shareholders’ agreements and notarial implementation.

The In Domo decision confirms that the Dutch Enterprise Chamber may in certain cases grant broader governance relief than specifically requested in the petition.

Robin Radar shows how Dutch defence-adjacent technology companies may attract international capital while raising Vifo, buyer eligibility, public-sector contract and information-control issues.