Insights

A buyer that failed to dispute an earn-out in time under the SPA was held to the sellers’ calculation. This article explains the Amsterdam District Court judgment and the practical lessons for Dutch M&A, earn-outs, rollover arrangements and SPA drafting.

Nuclear technology investments in the Netherlands require careful legal review of IP, grants, strategic investors, governance, sensitive technology and supply-chain dependencies.

Dutch quantum and deeptech scale-ups should address IP ownership, grants, research arrangements, strategic investors, governance and future financing mechanics before raising capital.

Dutch and EU fintech scale-ups using AI agents should document controls around data access, customer impact, audit trails, vendor terms, human review and board oversight.

Founder and management reinvestment in Dutch PE platform combinations requires careful alignment of rollover equity, governance, leaver provisions and future add-on mechanics.

AI infrastructure investments in Dutch scale-ups require review of compute, vendor contracts, IP, data rights, customer commitments, governance and investor protections.

Pay-to-play clauses can help Dutch startups require investor participation in new rounds, but they must be aligned with Dutch BV share rights and notarial mechanics.

Secondary sales in Dutch startups require careful review of transfer restrictions, investor consents, notarial mechanics, founder alignment and cap table impact.

AI governance clauses can help Dutch portfolio companies address board oversight, investor reporting, reserved matters and AI risk controls after investment or acquisition.