Insights

On 5 February 2026, Dirk de Waard spoke at the Netherlands Hong Kong Business Association about foreign investment, China, Hong Kong, Vifo, Nexperia, ASML and the implications for international entrepreneurs, investors and their representatives.

Practical insights on Dutch M&A transactions, including acquisitions of Dutch companies, purchase price mechanisms, warranties, disclosure, employee transfer and post-closing disputes.

Startups and scaleups in the Netherlands face specific legal and structural risks when they grow. This article explains the key findings from the Techleap–Panteia study and why they matter for founders, management teams and investors.

Foreign founders and investors often use convertible loans, SAFEs, KISS or EPOS/ASAP in early-stage Dutch startup financing. These instruments can be fast and practical, but must be aligned with Dutch BV law, shareholder approvals, pre-emption rights, notarial share issuance and future financing rounds.

With SAR, the employee does not receive shares, but a receivable on the value development of a share in a company. Viotta lawyer Dirk de Waard explains.

In Dutch M&A transactions, a non-binding LOI may still create legal risks. Learn when parties can walk away from negotiations under Dutch law.

Dutch directors are not personally liable for ordinary business failure. But liability may arise where directors move value away from the company, prefer related parties or knowingly leave creditors without recourse.

A Dutch legal opinion is not due diligence and not a commercial guarantee. In cross-border M&A, it gives focused comfort on Dutch law matters such as corporate existence, capacity, authority, due execution and enforceability.

The MAC clause is common in acquisition contracts and its purpose is to protect the buyer from circumstances that have a significant impact on the financial position of the target company.