Corporate debt restructuring in the Netherlands under the Dutch WHOA framework
The WHOA, short for Wet homologatie onderhands akkoord, is the Dutch restructuring scheme. It allows a financially distressed but viable company to restructure its debts outside formal bankruptcy proceedings through a court-approved restructuring plan.
The WHOA can bind dissenting creditors and shareholders if the statutory requirements are met. This makes it a powerful restructuring tool for Dutch companies, Dutch holding structures, lenders, investors and international groups with a Dutch nexus.
Since its introduction in 2021, the WHOA has developed from a new restructuring instrument into a practical tool for financial restructurings, distressed M&A, creditor negotiations, group restructurings and investment situations involving Dutch entities. The 2024 evaluation and 2025/2026 consultation process show that the framework is still developing, especially around accessibility for smaller businesses, court practice, restructuring experts, observers, funding and cross-border recognition.
This page is a sub-expertise of Restructuring & Insolvency and focuses on the Dutch corporate, governance and transaction implementation aspects of WHOA restructurings.
Legal advice on WHOA restructurings
Dirk de Waard advises companies, shareholders, investors and transaction parties on Dutch corporate and transaction issues connected with WHOA restructurings.
The focus is on practical legal implementation: how the restructuring affects creditors, shareholders, governance, financing, security, distressed M&A, shareholder rights and post-restructuring control.
WHOA matters often require close coordination with financial advisers, insolvency specialists, tax advisers, lenders, restructuring experts and notaries.
When the WHOA may be relevant
The WHOA may be relevant where a business is viable but its debt structure is no longer sustainable. It can be used in situations involving excessive financial debt, liquidity pressure, creditor holdouts, distressed acquisition financing, pending enforcement, shareholder disputes, group restructurings or the need for a debt-for-equity solution.
The WHOA is not only a formal insolvency instrument. It can also be relevant in corporate transactions, distressed investments, lender negotiations and restructuring-driven changes of control.
Restructuring plans, creditors and shareholders
A WHOA process is built around a restructuring plan. The plan must identify affected creditors and shareholders, classify them correctly and explain how their rights are amended.
Creditors and shareholders may be divided into different classes, depending on their legal and economic position. Secured lenders, unsecured creditors, trade creditors, subordinated creditors and shareholders may therefore be treated differently.
This classification is often one of the most important legal and strategic issues in a WHOA process.
Governance, shareholders and debt-for-equity
The WHOA can affect shareholders as well as creditors. In restructuring situations, shareholder rights may be diluted, amended or replaced. Creditors may receive shares or other equity-linked instruments through a debt-for-equity conversion.
This raises corporate law and governance questions. Who controls the company after restructuring? Are new shareholder arrangements needed? How are voting rights, reserved matters, board rights and exit rights documented? What corporate approvals and notarial steps are required?
Dirk de Waard advises on these corporate implementation issues in connection with WHOA restructurings and distressed investment structures.
Distressed M&A and investment structures
The WHOA may also be relevant where an investor or buyer is willing to support the business if the debt structure can be reset. A restructuring plan may be combined with new money, refinancing, asset sales, share transfers, debt-for-equity, vendor arrangements or a broader distressed M&A process.
For investors, key questions include valuation, ranking, security, creditor classes, shareholder dilution, implementation certainty and recognition outside the Netherlands.
For sellers and companies, the question is how to preserve value while obtaining sufficient creditor support and court approval.
Financing, security and lender positions
Funding is often critical in a WHOA process. New money may come from shareholders, existing lenders, private credit providers, distressed investors or strategic buyers.
The financing structure must be aligned with existing security, intercreditor arrangements, guarantees, enforcement rights and the proposed restructuring plan. Where Dutch companies, Dutch pledges, Dutch guarantees or Dutch bank accounts are involved, Dutch law implementation should be addressed early.
Cross-border recognition
The WHOA can be relevant in international restructurings involving Dutch holding companies, Dutch borrowers, Dutch security packages or Dutch operating companies.
Recognition outside the Netherlands should not be assumed automatically. The choice between a public or private WHOA procedure, the debtor’s centre of main interests and the relevant foreign jurisdictions should be considered before the restructuring strategy is finalized.
Cross-border WHOA planning often requires coordination with foreign counsel.
Practical legal support
Dirk de Waard advises on corporate and transaction-related WHOA issues, including:
- assessment of WHOA suitability from a corporate and transaction perspective;
- shareholder and governance implications;
- restructuring plan implementation;
- creditor and shareholder class issues;
- debt-for-equity structures;
- distressed M&A and investor entry;
- new money and financing structures;
- Dutch security and guarantee implementation;
- shareholder agreements after restructuring;
- corporate approvals and notarial steps;
- coordination with restructuring experts, insolvency counsel, lenders and financial advisers.
WHOA restructuring or distressed investment in the Netherlands?
A WHOA process requires more than a restructuring plan. Creditor classes, shareholder treatment, valuation, funding, governance consequences and implementation steps must be aligned before the process starts.
Dirk de Waard is a Dutch corporate and M&A lawyer, partner at Venture Lawyers in Amsterdam, and advises companies, shareholders, investors and transaction parties on Dutch corporate implementation in restructuring and distressed M&A situations.
Contact dirk.dewaard@viottalaw.com to discuss the Dutch legal implementation of a WHOA restructuring, distressed investment or restructuring-driven transaction.
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By VIOTTA.
