Insights

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.

A Dutch transaction timetable helps buyers, investors, founders and international counsel plan the legal and practical steps between signing and closing, including approvals, KYC, powers of attorney, notarial deeds, funds flow and closing deliverables.

The Dutch Vifo Act will be expanded as of 1 January 2027 with six technologies, including AI, biotechnology, advanced materials, nanotechnology, sensor and navigation technology and medical nuclear technology. For Dutch technology M&A, investment screening should be considered earlier in the deal process.

The European Commission wants to make Europe more attractive for startups and scale-ups. Its plans focus on less fragmentation, better access to finance, the Scaleup Europe Fund, deeptech, R&D, talent and more private investment. What does this mean for Dutch companies and investors?