Corporate / M&A

Corporate and M&A lawyer in the Netherlands

Are you looking for an experienced corporate lawyer in the Netherlands or an M&A lawyer in Amsterdam? I advise Dutch and international clients on corporate law, mergers and acquisitions, shareholder relations and corporate governance.

My practice focuses primarily on Dutch corporate law and the legal relationships between companies, shareholders and directors. I also assist clients with the acquisition and sale of companies, joint ventures, restructurings and other transactions involving changes in ownership or control.

I combine strategic legal advice with practical execution. Whether you are buying or selling a company, restructuring a corporate group, negotiating shareholder arrangements or dealing with an internal governance issue, my advice is focused on protecting your position and achieving a workable commercial outcome.

I regularly advise on:

• Dutch corporate structures and restructurings;
• mergers and acquisitions;
• share purchase agreements and asset transactions;
• legal due diligence;
• shareholders’ agreements and joint ventures;
• corporate governance and decision-making;
• shareholder and boardroom disputes;
• directors’ duties and liability;
• corporate approvals, signing and closing.

My clients include entrepreneurs, shareholders, investors, management teams, start-ups, family businesses and international companies doing business in or with the Netherlands. They value direct partner involvement, clear communication and advice that combines Dutch corporate law with an understanding of international transaction practice.

Dutch corporate law advice

Corporate law determines how a company is structured, who can make decisions and how the interests of shareholders and directors are protected.

I advise on Dutch corporate structures, holding companies, subsidiaries, board and shareholder authority, corporate approvals and restructurings. I also assist with corporate governance, shareholders’ agreements and the establishment or restructuring of joint ventures.

Where several shareholders are involved, the shareholders’ agreement, articles of association and corporate decision-making rules must work together. Clear arrangements on control, information, share transfers and exit can prevent uncertainty and disputes later.

Mergers and acquisitions

I assist buyers and sellers throughout the acquisition process, from the initial structure and letter of intent to due diligence, transaction documents, negotiations, signing and closing.

My work includes share purchase agreements, asset purchase agreements, purchase price mechanisms, earn-outs, vendor loans, warranties, indemnities and disclosure.

Read more about my work as a Dutch M&A lawyer or explore the Dutch M&A Insights.

Shareholder and governance matters

I advise shareholders, directors and companies on governance, reserved matters, information rights, board appointments, minority protection and the division of authority between the management board and the general meeting.

Where cooperation has become difficult, I assist with deadlocks, negotiated exits, share transfers, buy-outs and shareholder disputes.

For specialist advice on financing rounds or sponsor-led transactions, see the separate expertise pages on venture capital and private equity.

Personal and practical advice

I combine Dutch corporate law expertise with practical transaction experience. I am directly involved in the legal strategy, material drafting points and principal negotiations.

Where necessary, I work with civil-law notaries, tax advisers, accountants, foreign counsel and other specialists. International lead counsel can retain responsibility for the wider transaction while I handle the agreed Dutch corporate or M&A workstream.

Dutch implementation of international transactions

International agreements can often remain the commercial starting point, but Dutch implementation may require additional documents or amendments.

Certain rights may need to be included in the articles of association. Share issues and transfers in a Dutch BV generally require a Dutch notarial deed. Corporate approvals, signing authority and powers of attorney must also reflect the Dutch legal structure.

I assist international clients and lead counsel with the Dutch legal workstream, including corporate due diligence, document review, corporate resolutions, powers of attorney, notarial coordination, signing and closing.

Working alongside international counsel and advisers

I work alongside international law firms, accountants, tax advisers and transaction advisers.

The existing lead adviser can retain control of the wider matter and the client relationship. I take responsibility for the agreed Dutch corporate or M&A workstream and communicate material Dutch-law issues clearly and practically.

For dedicated advice on investment rounds or sponsor-led transactions, see the separate expertise pages on venture capital and private equity.

Need assistance with Dutch corporate law or M&A?

I am a partner at Venture Lawyers in Amsterdam and advise clients on Dutch corporate law, mergers and acquisitions, governance, shareholder arrangements and restructurings.

ViottaLaw is my personal insights platform. Legal services are provided through Venture Lawyers.

Contact me at dirk.dewaard@viottalaw.com to discuss your Dutch corporate or M&A matter.