Insights

Practical Dutch legal insights for foreign corporate investors, international companies and M&A counsel on corporate venture capital, strategic minority investments, commercial agreements, IP, governance, subsequent financing rounds and exit.

Works council consultation and the Dutch Merger Code can affect signing, closing and deal certainty in Dutch acquisitions. This article explains when employee consultation, trade union notification, information sharing, confidentiality, conditions precedent and SPA drafting become relevant for international buyers and deal counsel.

Corporate venture capital in Dutch startups combines an investment relationship with a strategic commercial relationship. This article explains exclusivity, IP ownership, data rights, distribution, information and veto rights, future financing rounds, ROFR, ROFN, change-of-control rights and exit implications in Dutch BV venture financings.

In Dutch acquisitions, private equity buyers and strategic acquirers often use a thinly capitalized BidCo. This article explains how sellers can use equity commitment letters, debt commitment letters, parent guarantees, direct enforcement rights and SPA drafting to improve financing certainty and seller protection.

Delaware fiduciary duties and Dutch director duties are related but not interchangeable. This article compares the interests directors must consider, shareholder influence, conflicts of interest, business judgment, Dutch board discretion and the circumstances in which directors may face personal liability in Delaware-Dutch corporate structures.

A Dutch acquisition process usually includes an NDA, letter of intent, due diligence, transaction documentation, signing, conditions precedent, notarial preparation, funds flow and closing. This article explains each step for international buyers, investors, founders and deal counsel acquiring a Dutch company.

Standard 4-year founder vesting can create problems when a startup takes longer to reach Series A or exit. This article explains how departing co-founders, dead equity, reverse vesting, leaver provisions, repurchase rights and cap table clean-up should be addressed in Dutch startup documentation.

Founder refresh equity can help keep key founders aligned after several successful financing rounds. This article explains when founders may receive new options, milestone equity, secondary liquidity or retention equity, and how these arrangements should be implemented in Dutch startup documentation.

US and Dutch share purchase agreements use many similar deal concepts, but the legal mechanics differ. This article compares representations and warranties, disclosure schedules, indemnities, escrows, caps, baskets, purchase-price adjustments, MAC/MAE clauses, interim covenants, restrictive covenants, governing law, corporate authority and Dutch notarial title transfer.