Insights

Vifo screening should be addressed early in Dutch technology transactions. It can affect deal structure, information access, closing conditions, long-stop dates and transaction certainty.

The Nexperia proceedings show how the Dutch Enterprise Chamber can use immediate measures in strategic governance disputes involving Dutch companies, foreign shareholders and sensitive technology.

The expansion of the Dutch Deep Tech Fund may support more Dutch deeptech rounds involving public and private capital. Foreign investors should focus on governance, IP, follow-on financing and exit restrictions.

The ACM prohibition of the Glaspoort/KPN acquisition of Delta Fiber assets shows why Dutch merger control risk must be addressed early in the LOI, SPA and closing mechanics.

Leaver provisions determine what happens to shares when a founder, manager or shareholder leaves. Dutch practice shows that the wording of the shareholders’ agreement can be decisive for classification and price.

In Dutch M&A, the headline price is only the beginning. The actual deal economics depend on the equity bridge and the purchase price architecture, including cash, debt, working capital, leakage, locked box, completion accounts and earn-outs.

Post-closing disputes after Dutch acquisitions often concern warranty claims, earn-outs, completion accounts, locked box leakage, restrictive covenants and shareholder conflicts. This article explains the main legal and practical issues.

Restrictive covenants in Dutch M&A protect goodwill, customer relationships and employees after closing. This article explains non-compete, non-solicitation and non-hire clauses for foreign buyers, sellers and investors.

EPOS and ASAP are SAFE-like instruments for Dutch startup financing. They offer speed and simplicity, but must be adapted to Dutch BV law, shareholder approvals, pre-emption rights, articles of association and notarial share issuance.