Legal advisor to Daro Holding on acquisition of Dutch subsidiaries of Lethe Group

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.

Acquiring a distressed Dutch business requires a different approach from a regular acquisition. This article explains share deals, asset deals, out-of-court restructurings, bankruptcy restarts, liabilities, contracts, employees, security rights, clawback risk, limited warranties and closing under time pressure.

Leveraged buy-outs and debt pushdown in Dutch PE transactions require careful Dutch corporate governance. This article explains acquisition debt, BidCo structures, corporate benefit, guarantees, security, distributions, management fees, intercompany loans, director duties and post-closing governance.