How Dutch Local Counsel Fits into Cross-Border Transactions: What International Law Firms Should Expect

Why international lead counsel need a Dutch counterpart who protects the client relationship and takes ownership of the local workstream

International law firms instruct Dutch local counsel because they need more than an explanation of Dutch law. They need a Dutch lawyer who can join the existing deal team, identify the local issues that matter and take responsibility for implementing the Dutch workstream without disrupting the wider transaction.

In my practice, I work alongside US, UK and other international law firms on transactions involving Dutch targets, subsidiaries, acquisition vehicles, founders and investors. The international firm remains lead counsel, controls the client relationship and leads the principal negotiations. My role is to ensure that the Dutch due diligence, transaction documents, corporate approvals, governance and notarial execution work within that wider structure.

That distinction matters. Dutch counsel should not create a separate local transaction, repeat work already performed by lead counsel or use the mandate to compete for the international firm’s client. At the same time, local counsel must take sufficient ownership to prevent Dutch corporate or notarial issues from becoming last-minute signing or closing problems.

The strongest relationship therefore combines clear boundaries with genuine responsibility: lead counsel remains in control of the international transaction, while I act as the Dutch counterpart responsible for making the agreed deal work under Dutch law.

This article forms part of the ViottaLaw insights on Dutch counsel in cross-border transactions, cross-border Dutch deal implementation and buying a Dutch company.

Lead counsel should remain in control

International lead counsel will usually retain responsibility for the overall transaction strategy, the client relationship, the principal transaction documents and negotiations with the other side.

That should remain clear after Dutch counsel is instructed.

I generally work within the transaction architecture already established by lead counsel. That means using the central data room, issues list, timetable, drafting process and closing agenda. Dutch advice is provided in a form that can be incorporated into the international firm’s reporting and documents rather than through a parallel local process.

This also protects the referral relationship. Communications, client contact and document ownership can be structured around the preferences of lead counsel. Where appropriate, I communicate primarily through the international firm. Where direct client contact is more efficient, the international firm remains informed and retains overall control.

The objective is not to take over the deal. It is to give lead counsel confidence that the Dutch part is being handled by someone who understands both Dutch law and the practical dynamics of an international transaction.

I take ownership of the Dutch legal perimeter

The Dutch workstream should be defined early. A Dutch entity in the group may create issues around title, corporate authority, employee consultation, regulatory approvals, financing, governance or notarial execution.

At the start of a matter, I therefore identify:

• which Dutch entities, shares, assets and contracts are affected;
• which Dutch due diligence areas are material;
• which provisions in the principal documents require Dutch-law input;
• which board, shareholder or investor approvals are needed;
• whether employment, works council or regulatory advice is required;
• which actions require a Dutch civil-law notary; and
• which documents and information must be available before signing or closing.

This initial scoping allows the international firm to understand the Dutch workstream, expected deliverables and possible timing issues before the transaction is too advanced.

It also avoids unnecessary work. Not every Dutch entity requires a full legal review and not every local-law point needs to be included in the main SPA. The scope should reflect the materiality, transaction structure and actual risk profile of the deal.

Dutch advice must be usable in the wider transaction

A separate memorandum explaining Dutch law is rarely enough.

A Dutch due diligence finding should be connected to a transaction response. An ownership inconsistency may require pre-closing remediation. A change-of-control clause may require consent. Missing IP documentation may affect the warranties or justify a specific indemnity. A works council process may influence the signing timetable.

My reporting therefore focuses on five questions:

1. What is the Dutch legal issue?
2. Why does it matter to this transaction?
3. Does it affect value, timing, control or deal certainty?
4. In which document or workstream should it be addressed?
5. What must happen before signing, closing or post-closing?

This approach allows lead counsel to use the Dutch analysis directly in the central issues list, client advice and negotiations.

The same applies to Dutch legal due diligence. The value of the review lies not in the number of documents analysed, but in identifying which findings should change the SPA, the transaction structure or the implementation plan.

International documents can remain the starting point

US and UK law firms do not need Dutch counsel to replace their transaction documents with an entirely Dutch precedent.

An international SPA, investment agreement or shareholders’ agreement can usually remain the principal commercial document. My role is to identify where the drafting assumes legal mechanics that do not apply to a Dutch BV.

Examples include:

• contractual completion being treated as sufficient to transfer Dutch shares;
• shareholder control being equated with direct management authority;
• investor rights appearing only in an agreement where Dutch corporate implementation is also required;
• foreign officers being assumed to have authority to bind the Dutch entity;
• share issuances being described without the required Dutch resolutions and notarial deed; and
• post-closing governance not aligning with the Dutch articles of association.

The aim is targeted adaptation, not unnecessary localisation. This distinction is discussed further in US SPA Templates in Dutch M&A: What Needs to Change?.

Partner involvement should focus on the points that matter

International firms should know who is responsible for substantive Dutch advice.

I remain personally involved in defining the Dutch scope, reviewing the principal transaction issues, discussing material findings with lead counsel and determining how Dutch points should be reflected in the deal documents. Document review, corporate documentation and closing preparation can be supported by other lawyers within Venture Lawyers where that is more efficient.

This combines partner-level oversight with proportionate execution.

It also means that lead counsel has a direct counterpart for urgent or commercially sensitive questions. Where a Dutch issue may affect the transaction structure, purchase price, signing timetable or closing certainty, it should be discussed directly rather than passed through several layers of communication.

The international team should receive a clear position, the practical consequence and a proposed route forward.

The Dutch closing workstream needs one owner

Dutch corporate and notarial execution can involve several parties: lead counsel, Dutch counsel, the civil-law notary, the buyer, the seller, lenders and foreign signatories.

Without one Dutch coordinator, the individual documents may each be correct but fail to describe one consistent closing sequence.

I generally coordinate the Dutch legal closing workstream, including:

• Dutch board and shareholder approvals;
• coordination with the civil-law notary;
• KYC and authority documentation;
• foreign powers of attorney;
• legalisation and apostille requirements;
• the notarial deed;
• director appointments and resignations;
• shareholder-register updates; and
• post-closing filings.

The SPA, corporate resolutions, closing agenda, funds flow and notarial deed must all align. The deal team should know when funds are released, when legal title transfers and when governance changes take effect.

The practical mechanics are explained in Dutch Notarial Mechanics in Cross-Border M&A and the Cross-Border Deal Checklist for Dutch BV Transactions.

When international law firms should involve me

Dutch counsel is most effective when instructed before the Dutch implementation choices have already been fixed. Early involvement is particularly useful where:

• the target or acquisition vehicle is a Dutch BV;
• the transaction uses US or UK documentation;
• the Dutch group employs a material part of the workforce;
• the target has a works council;
• Dutch investor or shareholder rights affect the transaction;
• the structure involves a foreign fund or acquisition vehicle;
• a share transfer, share issuance or amendment of articles is required;
• foreign powers of attorney must be prepared; or
• the transaction may require Dutch regulatory analysis.

This does not mean that the Dutch workstream must become large. A focused early review can often identify which matters require attention and which can remain outside scope.

Involving Dutch counsel only shortly before closing creates the opposite risk: the commercial deal is already fixed, while the corporate approvals, powers of attorney, KYC or notarial documentation do not yet support it.

Conclusion

International law firms should expect Dutch local counsel to integrate into the existing deal team, protect the lead-counsel relationship and take ownership of the matters that require Dutch legal effect.

In my work alongside international counsel, the division is straightforward. Lead counsel retains control of the client relationship, overall strategy and principal documents. I identify the Dutch issues that affect the transaction and take responsibility for Dutch due diligence, document input, corporate approvals, governance and notarial implementation.

That model avoids both extremes: Dutch counsel is neither a passive provider of local formalities nor a competing lead adviser running a second transaction.

The international firm remains in control. The Dutch workstream has a clear owner.

FAQ

Do you work directly for the international law firm or the underlying client?

Both structures are possible. The mandate and communication lines can be arranged around the preferences of lead counsel. Where the international firm wants to retain all central client communication, I can work through that firm as Dutch local counsel.

Will you respect the international firm’s client relationship?

Yes. My role is to support the international firm on Dutch law and implementation, not to compete for control of the wider client relationship. The scope, communication protocol and division of responsibilities can be agreed at the outset.

Can you work from US or UK transaction documents?

Yes. International documents can usually remain the principal transaction documents. I focus on the provisions that require adaptation or separate implementation under Dutch corporate, employment, regulatory or notarial law.

Will you personally remain involved?

Yes. I remain involved in scope, material Dutch issues, document strategy and discussions with lead counsel. Other lawyers at Venture Lawyers can support execution and document preparation where that is efficient.

Can you coordinate the Dutch civil-law notary?

Yes. I regularly coordinate the Dutch corporate and notarial workstream so that the KYC process, authority documents, powers of attorney, corporate approvals, funds flow and notarial deed align with the wider transaction.

About Dirk de Waard

Dirk de Waard is a Dutch corporate, M&A, private equity and venture capital lawyer and partner at Venture Lawyers in Amsterdam. He works alongside international law firms, buyers, investors and deal teams on the Dutch aspects of cross-border transactions.

His work includes Dutch legal due diligence, transaction-document review, corporate governance, shareholder arrangements, corporate approvals, notarial execution and signing and closing.

ViottaLaw is Dirk’s personal insights platform. Legal services are provided through Venture Lawyers.

Looking for Dutch counsel for a cross-border transaction?

International lead counsel should be able to retain control of the deal while relying on one Dutch counterpart to identify, explain and implement the local workstream.

Dirk de Waard acts as Dutch counsel alongside international law firms in M&A, private equity, venture capital and other corporate transactions. Contact Dirk at dirk.dewaard@viottalaw.com to discuss the Dutch scope, required workstreams and proposed division of responsibilities.