Insights

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.

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.