Insights

The M&A market in 2026 is not broadly recovering. Deal value is rising, but volume remains under pressure. Dutch transactions require better preparation, tighter terms and more deal certainty.

Anti-dilution protection becomes critical in down rounds. This article explains weighted average, full ratchet, pay-to-play and Dutch BV implementation issues in venture capital deals.

Liquidation preferences determine how exit proceeds are distributed between investors and founders in Dutch venture capital deals. They affect downside protection, founder dilution and exit economics.

A Dutch startup preparing for Series A or exit should clean up its cap table, IP ownership, governance, employee equity and transaction documentation before investor or buyer diligence begins.

Nearfield Instruments’ unicorn round shows that Dutch deeptech can attract global capital. For foreign investors, the legal lesson is about IP, governance, investor rights, strategic sensitivity and Dutch BV implementation.

Drag-along and tag-along rights are central to Dutch PE transactions. They regulate exit control, minority protection, share transfer mechanics and the relationship between the shareholders’ agreement and articles of association.

When sellers, founders or management remain invested after a Dutch acquisition, the shareholders’ agreement is as important as the SPA. It regulates governance, information, transfer and exit rights after closing.

Management presentations, vendor due diligence, data rooms and Q&A processes shape buyer confidence, SPA negotiation and deal certainty in Dutch sale processes.

The revised EU FDI Regulation confirms that US and UK buyers of Dutch AI, cloud, semiconductor, cybersecurity and data infrastructure targets should front-load Dutch Vifo and FDI analysis.