Insights

The structure of a Dutch strategic investment should follow the investor’s operating objectives. Ownership, governance, funding commitments, liabilities and future acquisition rights determine whether a partnership, minority stake, joint venture or acquisition fits.

A corporate investment should identify which group entities provide funding, purchase products and deliver the proposed partnership. Dutch shareholding, commercial commitments and closing arrangements need to reflect those responsibilities.

W&I insurance and US R&W insurance serve a similar transaction purpose, but the interaction with Dutch warranties, disclosure and seller liability requires separate attention. This article explains underwriting, exclusions, retention, seller recourse, known risks and the relationship between the policy and the SPA.

Dutch and US acquisition agreements use similar warranty concepts, but disclosure and seller liability are structured differently in practice. This article explains general and specific disclosure, buyer and seller knowledge, materiality, caps, baskets, claim periods and the link between due diligence and warranty protection.

Dutch employee consultation can affect transaction structure and timing in ways that US buyers may not expect. This article explains works council advice, the SER Merger Code, employee transfer in asset deals and how these workstreams should be incorporated into signing and closing.

Dutch and US legal due diligence cover many of the same business risks, but the Dutch workstream requires different corporate records, employment analysis and transaction implementation. This article explains how Dutch counsel can fit into a US-led diligence process without duplicating lead counsel's work.

A US-style LOI can be used in a Dutch acquisition, provided the binding provisions, exclusivity, financing assumptions and Dutch transaction timetable are clear. This article explains the points international buyers and counsel should address before moving into exclusivity.

A Dutch startup should enter investor due diligence with a reconciled cap table, complete corporate records, a clear IP chain and documented equity arrangements. This article explains which legal issues should be addressed before diligence starts and how Dutch counsel can prepare the company for an efficient financing process.

The Netherlands is proposing a more favourable tax regime for employee share options at qualifying startups and scale-ups from 2027. For foreign investors and founders, the development also affects option pools, dilution, Dutch BV approvals, SAR structures, due diligence and exit treatment.