Legal advisor to shareholders VICKY on hybrid convertible loan to VICKY

A Dutch startup should enter investor due diligence with a reconciled cap table, complete corporate records, a clear IP chain and documented equity arrangements. This article explains which legal issues should be addressed before diligence starts and how Dutch counsel can prepare the company for an efficient financing process.

The Netherlands is proposing a more favourable tax regime for employee share options at qualifying startups and scale-ups from 2027. For foreign investors and founders, the development also affects option pools, dilution, Dutch BV approvals, SAR structures, due diligence and exit treatment.

Economic value, agreed purchase price and the exit proceeds ultimately received by shareholders are not the same. This article explains how purchase prices in Dutch M&A are structured through locked box and completion accounts mechanisms, vendor loans, deferred consideration, earn-outs and staged equity transfers, and how liquidation preferences and exit waterfalls affect founders and investors in VC-backed Dutch companies.

Valuation gaps in Dutch M&A are increasingly solved through transaction structure rather than headline price alone. This article explains how buyers and sellers use earn-outs, vendor loans, deferred consideration, rollover equity, locked box, completion accounts, due diligence and LOI drafting to bridge uncertainty in a selective Dutch mid-market.

A VC investor can receive a veto right over dividend distributions in a Dutch BV, but that right must be drafted and exercised within the Dutch governance framework. This article explains investor consent rights, Dutch reasonableness and fairness, the distribution test, the role of the board and the company’s interest.

Exiting a Dutch PE investment can involve a trade sale, secondary buy-out, recapitalization, continuation vehicle, management buy-out or IPO. This article explains exit routes, management rollover, vendor due diligence, W&I insurance, drag-along, governance, disclosure and Dutch notarial closing mechanics.