Viotta Law - Dirk de Waard

Corporate and M&A lawyer in the Netherlands

Dirk de Waard is a Dutch corporate and M&A lawyer and partner at Venture Lawyers based in Amsterdam. He advises entrepreneurs, investors, companies and international clients on M&A transactions, venture capital, private equity, shareholders’ agreements, joint ventures and corporate governance.

Dirk’s practice focuses on Dutch corporate law and cross-border transactions. He regularly assists clients with acquisitions, investments, company restructurings, Dutch BV structures, shareholder arrangements, management participations and commercial contracts.

International clients involve Dirk because he combines Dutch corporate law expertise with a practical understanding of international deal practice. He is used to working with foreign investors, founders, management teams, corporate finance advisers, tax advisers, notaries and foreign counsel.

Experience and background

Since 1 April, Dirk has been a partner at Venture Lawyers, an Amsterdam-based boutique law firm focused on venture capital, M&A and corporate law. Venture Lawyers works with entrepreneurs, investors, startups, scale-ups, management teams and companies on investments, acquisitions, governance, shareholder arrangements and complex commercial matters, with a strong focus on practical execution and transaction-driven advice.

His work is particularly focused on mid-market M&A transactions, venture capital and private equity investments, shareholder arrangements and corporate structuring for Dutch and international clients.

Over the past three years, Dirk led and developed the corporate/M&A practice at Blenheim. In that role, he acted as lead counsel on buy-side and sell-side M&A transactions, investment rounds, management participations, shareholders’ arrangements and complex investment structures. Dirk has been practicing as a lawyer since 2014. He started his career at DeWaardSinke Advocaten and became one of the founding partners of VIOTTA Advocaten in 2018.

Dirk studied law at the Vrije Universiteit Amsterdam, where he completed the Zuidas Master in Corporate Law. He also obtained an LL.M. from Cornell Law School, where he focused on corporate, finance and securities law.

What Dirk advises on

Dirk advises on the legal aspects of buying, selling, investing in and structuring companies in the Netherlands. His work includes drafting and negotiating share purchase agreements, asset purchase agreements, investment agreements, shareholders’ agreements, convertible loan agreements, SAFE-style instruments, joint venture agreements and corporate documentation.

He also advises on board and shareholder decision-making, reserved matters, founder arrangements, management equity, exit rights, minority shareholder protection and disputes between shareholders.

Where tax, employment, regulatory or notarial input is required, Dirk coordinates with specialist advisers so that the legal workstream remains clear and efficient.

International clients

Dirk regularly works with US, UK and other international clients that acquire, invest in or structure Dutch companies. For foreign clients, he acts as Dutch legal counsel and helps translate international commercial terms into enforceable Dutch law documentation.

This is particularly relevant where a Dutch BV is used as an operating company, acquisition vehicle, holding company, joint venture platform or investment vehicle.

Dirk’s approach is practical, responsive and transaction-focused: clear advice, efficient documentation and a strong focus on getting the deal or structure implemented properly.

Representative matters

Dirk has advised on a wide range of Dutch and cross-border corporate transactions, including M&A transactions, venture capital financings, joint ventures, management participations and restructurings. Further deal references are available on Venture Lawyers’ deal overview and on Dealmaker.nl.

Venture capital and growth financing

Dirk also advises founders, startups, scale-ups and investors on venture capital transactions, seed rounds, Series A financings, convertible instruments and investor documentation, including:

Further deal references are available on Venture Lawyers’ deal overview and on Dealmaker.nl.

Contact Dirk

If you are looking for Dutch corporate law advice, assistance with a transaction, investment round, shareholders’ agreement or Dutch BV structure, please contact Dirk de Waard.

Email: dirk.dewaard@viottalaw.com
Mobile: +31 6 12 42 90 06

Dirk de Waard.

Recent cases.

Dirk de Waard.

Articles.

26 / 08 2026

Vesting After Year Four: Dead Equity and Dutch Startup Governance

Standard 4-year founder vesting can create problems when a startup takes longer to reach Series A or exit. This article explains how departing co-founders, dead equity, reverse vesting, leaver provisions, repurchase rights and cap table clean-up should be addressed in Dutch startup documentation.

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26 / 08 2026

Founder Refresh Equity in Later VC Rounds

Founder refresh equity can help keep key founders aligned after several successful financing rounds. This article explains when founders may receive new options, milestone equity, secondary liquidity or retention equity, and how these arrangements should be implemented in Dutch startup documentation.

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18 / 08 2026

Dutch vs US Share Purchase Agreements

US and Dutch share purchase agreements use many similar deal concepts, but the legal mechanics differ. This article compares representations and warranties, disclosure schedules, indemnities, escrows, caps, baskets, purchase-price adjustments, MAC/MAE clauses, interim covenants, restrictive covenants, governing law, corporate authority and Dutch notarial title transfer.

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18 / 08 2026

What Changes, and What Remains Dutch, After a Delaware Flip?

A Delaware flip moves investor governance and financing documentation to the Delaware parent, but many matters remain Dutch. This article explains what changes and what remains governed by Dutch law, including employment, contracts, IP ownership, board authority, corporate records and notarial actions.

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18 / 08 2026

Delaware Parent, Dutch Subsidiary

A Delaware parent can exercise shareholder control over a Dutch subsidiary, but the Dutch BV retains its own legal personality, management board, corporate records and Dutch-law decision-making requirements. This article explains parent control, board authority, reserved matters, signing authority and intercompany arrangements.

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18 / 08 2026

Delaware LLC vs Dutch BV

A Dutch BV is not the Dutch equivalent of a Delaware LLC. This article explains the key differences for US founders, investors and counsel, including ownership interests, contractual flexibility, management, legal personality, liability and transfer mechanics.

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18 / 08 2026

Practical Tips for International Deal Teams Working in the Netherlands

International deal teams working in the Netherlands should involve Dutch counsel early, share the right documents, manage time zones, involve the Dutch notary, prepare KYC and powers of attorney, and integrate Dutch deliverables into the central closing checklist. This article provides practical tips for efficient Dutch transaction implementation.

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18 / 08 2026

When Should International Counsel Involve Dutch Lawyers?

International counsel should involve Dutch lawyers when Dutch law may affect transaction structure, authority, governance, regulatory analysis, share transfers, share issuances, employees, works councils, financing, security or closing mechanics. This article identifies the key triggers and timing points.

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18 / 08 2026

Working Alongside US Lead Counsel on Dutch Transactions

US law firms often lead transactions involving Dutch companies using US-style documentation. This article explains how Dutch counsel can work alongside US lead counsel by identifying Dutch corporate law, governance, notarial and closing points that require local-law adjustment.

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