Corporate Governance.

Dutch legal counsel for companies, investors, founders and boards

Good corporate governance is essential for every Dutch company. It determines how decisions are made, how management is supervised, how shareholders exercise their rights and how conflicts of interest are handled.

I advise companies, founders, investors, boards and shareholders on Dutch corporate governance matters. This includes governance structures for Dutch BV companies, one-tier and two-tier boards, shareholders’ agreements, board regulations, reserved matters, investor rights, management participation and shareholder decision-making.

For US, UK and international clients, I help translate international governance expectations into Dutch law structures that work in practice.

Dutch BV governance

A Dutch BV offers flexibility, but that flexibility must be documented properly. The governance structure is usually determined by a combination of the articles of association, shareholders’ agreement, board regulations, investor rights and shareholder resolutions.

I advise on governance arrangements for startups, scale-ups, joint ventures, private equity portfolio companies, family businesses and international group companies. The right structure depends on the ownership, cap table, investor requirements, management team, financing plans and future exit strategy.

Good governance is not just about compliance. It helps prevent uncertainty, supports faster decision-making and reduces the risk of shareholder or board disputes.

One-tier and two-tier boards

Dutch companies can use either a one-tier board or a two-tier board structure.

In a one-tier board, executive directors and non-executive directors sit on the same board. This model is often familiar to US and UK investors and international groups.

In a two-tier board, the management board and supervisory board are separate corporate bodies. This model is traditionally common in the Netherlands and may be suitable where a clearer separation between management and supervision is preferred.

I advise on which model is most suitable and assist with the legal implementation, including amendments to the articles of association, board regulations and shareholder approvals.

Investor rights and reserved matters

In investment-backed companies, governance often focuses on investor protection and control rights. These rights should be clear, enforceable and workable for the company.

Typical governance arrangements include board appointment rights, observer rights, information rights, consent rights, reserved matters, budget approval, financing approvals, transfer restrictions, drag-along rights, tag-along rights and exit arrangements.

The challenge is to protect investors without making the company unworkable or blocking future financing rounds. I help clients find that balance and document it properly.

Board decision-making and conflicts

Boards must be able to make decisions efficiently and in accordance with Dutch law. This requires clear rules on authority, representation, approval thresholds, conflicts of interest, related-party transactions and documentation of board and shareholder decisions.

I advise directors, supervisory directors and shareholders on governance issues before, during and after important decisions, including investments, acquisitions, reorganisations, financing rounds, dividend distributions, management changes and shareholder disputes.

Where governance problems arise, early legal advice can often prevent escalation.

Dutch Corporate Governance Code

The Dutch Corporate Governance Code applies primarily to Dutch listed companies. It contains principles and best-practice provisions on management, supervision, accountability, risk management, remuneration and shareholder relations.

I advise listed companies and companies preparing for more formal governance structures on the Dutch Corporate Governance Code and related governance documentation.

For most private Dutch BV companies, the Code does not apply directly, but its principles can still be useful when designing a professional governance framework.

Why work with me

I combine Dutch corporate law expertise with practical experience in M&A, venture capital, private equity, joint ventures, shareholders’ agreements and shareholder disputes.

My approach is clear, practical and transaction-focused. I help clients design governance structures that support decision-making, protect stakeholder interests and remain workable as the company grows.

For international clients, I provide Dutch law advice in clear English and coordinate with notaries, tax advisers and foreign counsel where required.

Need advice on Dutch corporate governance?

If you need advice on Dutch BV governance, board structures, investor rights, reserved matters, shareholder decision-making or the Dutch Corporate Governance Code, I can assist.

Contact Dirk de Waard at dirk.dewaard@viottalaw.com to discuss your Dutch corporate governance matter.