Insights

A Dutch closing is rarely just an exchange of signatures. This article explains how foreign buyers should prepare for board approvals, shareholder resolutions, funds flow, notarial execution, release documents, corporate registers and post-closing filings.

Dutch BV share transfers and share issuances often require a Dutch notarial deed. This article explains the role of the civil-law notary, required documentation, timing, powers of attorney, KYC, legalisation and common closing bottlenecks.

Preferred equity, warrants and holdco debt can be useful in Dutch acquisition structures, but they affect more than financing economics. This article explains the Dutch implementation issues for sponsors, investors and deal teams.

W&I insurance and earn-outs can help bridge risk and valuation gaps in Dutch M&A, but they do not replace careful SPA drafting. This article explains what still belongs in the seller liability, disclosure, covenant and claims package.

The Dutch government’s prohibition of Kyndryl’s proposed acquisition of Solvinity is not a general ban on US tech investment, but it is a serious signal for deals involving Dutch digital infrastructure, telecom screening, public-sector cloud and digital sovereignty.

Option pools are an important negotiation point in Dutch startup financings. This article explains pool sizing, founder dilution, investor approvals, vesting, leaver rules, exit treatment and Dutch BV implementation.

Management rollover in Dutch PE deals is more than an equity percentage. This article explains how reserved matters, leaver provisions, board control and Dutch BV governance should be structured after closing.

Venture debt can preserve runway and reduce dilution for Dutch growth companies, but lender terms must be aligned with Dutch BV security, shareholder consents, governance and future financing flexibility.

AI risk in Dutch M&A and VC deals is not only a technology issue. This article explains how AI-related IP, data use, model dependency, customer claims and governance should be translated into Dutch transaction documents.