Insights

Foreign investors in Dutch companies should understand the difference between one-tier and two-tier boards, and how board seats, reserved matters, investor rights and shareholder agreements work in Dutch BV governance.

Foreign investors in the Netherlands should understand the difference between a Dutch BV and NV. This article explains company form, governance, share transfers, investment rounds, M&A, VC and PE structuring.

A practical overview of Enterprise Chamber proceedings in Dutch shareholder and governance disputes, including inquiry proceedings, immediate measures and investor conflicts.

A practical overview of the Dutch banking duty of care and its relevance for companies, investors, acquisition financing and corporate disputes.

The Amsterdam Court of Appeal held that ABN AMRO Clearing Bank failed to comply with its obligations by blocking dividend-related trading activities despite prior arrangements. Dirk de Waard acted for the companies that were successful in the proceedings

Stock Appreciation Rights can help Dutch startups and scale-ups give employees, management and advisers economic upside without issuing actual shares. This article explains the benefits of SARs for founders, employers and investors, including flexibility, talent retention, a cleaner cap table, governance control and Dutch BV implementation.

Banks have a duty of care to their customers. When terminating a credit relationship, the bank quite often forgets to comply with its duty of care. In this case, the interlocutory relief judge stopped Rabobank in its tracks. Rabobank was also ordered to reimburse the expenses of the injured party. Corporate lawyer Martijn Kesler explains. 

This basic principle changes if the company runs into liquidity problems. In that instance, directors must be careful.