Insights

Powers of attorney are often underestimated in Dutch cross-border transactions. Missing legalization, apostilles, authority evidence or original documents can delay notarial closing.

Reserved matters are common in international investment documents, but Dutch BV implementation requires careful drafting around board authority, shareholder approvals, articles and deadlock risk.

Foreign investors should not assume that the shareholders’ agreement contains the full Dutch BV governance arrangement. Some rights must also be reflected in the articles of association.

PE acquisitions of Dutch technology companies can raise Vifo and FDI screening questions. Buyer ownership, minority governance rights, information access, clean-team planning and SPA conditionality should be assessed early.

Minority PE investments in Dutch companies require a careful balance between investor protection and majority control. Reserved matters, information rights, transfer restrictions, deadlock provisions and exit protection should be aligned in Dutch BV documentation.

Data rooms and confidentiality arrangements affect buyer confidence, disclosure, SPA negotiation and deal certainty in Dutch sale processes. Sellers should manage NDAs, staged disclosure, Q&A and clean-team access before diligence starts.

Directors in Dutch M&A transactions must consider the corporate interest, manage conflicts, supervise information sharing, follow proper decision-making and align approvals with the transaction documents.

International law firms instructing Dutch local counsel should expect responsive communication, partner-level judgment, concise English-language advice, scope discipline and early escalation of Dutch issues that affect the main deal documents or closing timetable.

Dutch private equity shows a mixed picture: fundraising reached a six-year high, while dealmaking cooled. More dry powder does not automatically mean easier exits, higher valuations or simpler deals.