Insights

MFN clauses protect investors against later investors receiving better terms, but they can complicate future Dutch VC rounds. This article explains MFN rights in convertible loans, SAFE-like instruments, bridge rounds and side letters, with attention to cap table impact, conversion mechanics and Dutch implementation.

Rollover equity in a US/UK take-private requires careful Dutch implementation when Dutch management shareholders, holding companies or co-investment vehicles are involved. This article explains eligibility, KYC, economics, capital stack, disclosure, governance, transfer restrictions, leaver treatment and Dutch notarial execution.

Side letters can give individual investors additional rights in Dutch venture financing rounds, but they must be aligned with the investment agreement, shareholders’ agreement, articles of association and cap table. This article explains MFN rights, pro rata rights, information rights, consent rights, document hierarchy and side-letter registers.

Legal due diligence creates value only when findings are translated into SPA protection. This article explains when to use warranties, indemnities, condition precedents, covenants, purchase price adjustments, escrow or accepted disclosure in Dutch M&A transactions.

In Dutch carve-outs, the acquired business often remains temporarily dependent on the seller after completion. This article explains how a Transitional Services Agreement should cover service scope, pricing, service levels, data, cybersecurity, IP, third-party contracts, liability and exit planning.

Vifo screening can affect closing certainty in Dutch technology acquisitions and investments. This article explains how foreign buyers, investors and counsel should address Vifo risk in Dutch SPAs and investment agreements through condition precedents, long-stop dates, cooperation covenants, efforts standards and termination rights.

US-style VC terms can be used in Dutch BV financings, but they must be translated into Dutch documentation. This article explains how preferred shares, liquidation preferences, anti-dilution, protective provisions, investor consent rights and pro rata rights are implemented through the investment agreement, shareholders’ agreement, articles of association and notarial execution.

In many Dutch acquisitions, founders sell but remain involved after completion. The SPA, earn-out, management role, non-compete, knowledge transfer and governance arrangements should be aligned before signing.

After completion of a Dutch acquisition, the buyer must turn legal ownership into practical control. Director changes, signing authority, contracts, employees, group policies and intercompany agreements should be planned before closing.