Viotta Law - Dirk de Waard

Corporate and M&A lawyer in the Netherlands

Dirk de Waard is a Dutch corporate and M&A lawyer and partner at Venture Lawyers based in Amsterdam. He advises entrepreneurs, investors, companies and international clients on M&A transactions, venture capital, private equity, shareholders’ agreements, joint ventures and corporate governance.

Dirk’s practice focuses on Dutch corporate law and cross-border transactions. He regularly assists clients with acquisitions, investments, company restructurings, Dutch BV structures, shareholder arrangements, management participations and commercial contracts.

International clients involve Dirk because he combines Dutch corporate law expertise with a practical understanding of international deal practice. He is used to working with foreign investors, founders, management teams, corporate finance advisers, tax advisers, notaries and foreign counsel.

Experience and background

Since 1 April, Dirk has been a partner at Venture Lawyers, an Amsterdam-based boutique law firm focused on venture capital, M&A and corporate law. Venture Lawyers works with entrepreneurs, investors, startups, scale-ups, management teams and companies on investments, acquisitions, governance, shareholder arrangements and complex commercial matters, with a strong focus on practical execution and transaction-driven advice.

His work is particularly focused on mid-market M&A transactions, venture capital and private equity investments, shareholder arrangements and corporate structuring for Dutch and international clients.

Over the past three years, Dirk led and developed the corporate/M&A practice at Blenheim. In that role, he acted as lead counsel on buy-side and sell-side M&A transactions, investment rounds, management participations, shareholders’ arrangements and complex investment structures. Dirk has been practicing as a lawyer since 2014. He started his career at DeWaardSinke Advocaten and became one of the founding partners of VIOTTA Advocaten in 2018.

Dirk studied law at the Vrije Universiteit Amsterdam, where he completed the Zuidas Master in Corporate Law. He also obtained an LL.M. from Cornell Law School, where he focused on corporate, finance and securities law.

What Dirk advises on

Dirk advises on the legal aspects of buying, selling, investing in and structuring companies in the Netherlands. His work includes drafting and negotiating share purchase agreements, asset purchase agreements, investment agreements, shareholders’ agreements, convertible loan agreements, SAFE-style instruments, joint venture agreements and corporate documentation.

He also advises on board and shareholder decision-making, reserved matters, founder arrangements, management equity, exit rights, minority shareholder protection and disputes between shareholders.

Where tax, employment, regulatory or notarial input is required, Dirk coordinates with specialist advisers so that the legal workstream remains clear and efficient.

International clients

Dirk regularly works with US, UK and other international clients that acquire, invest in or structure Dutch companies. For foreign clients, he acts as Dutch legal counsel and helps translate international commercial terms into enforceable Dutch law documentation.

This is particularly relevant where a Dutch BV is used as an operating company, acquisition vehicle, holding company, joint venture platform or investment vehicle.

Dirk’s approach is practical, responsive and transaction-focused: clear advice, efficient documentation and a strong focus on getting the deal or structure implemented properly.

Representative matters

Dirk has advised on a wide range of Dutch and cross-border corporate transactions, including M&A transactions, venture capital financings, joint ventures, management participations and restructurings. Further deal references are available on Venture Lawyers’ deal overview and on Dealmaker.nl.

Venture capital and growth financing

Dirk also advises founders, startups, scale-ups and investors on venture capital transactions, seed rounds, Series A financings, convertible instruments and investor documentation, including:

Further deal references are available on Venture Lawyers’ deal overview and on Dealmaker.nl.

Contact Dirk

If you are looking for Dutch corporate law advice, assistance with a transaction, investment round, shareholders’ agreement or Dutch BV structure, please contact Dirk de Waard.

Email: dirk.dewaard@viottalaw.com
Mobile: +31 6 12 42 90 06

Dirk de Waard.

Recent cases.

Dirk de Waard.

Articles.

08 / 10 2026

Can a Dutch NV Remain TopCo for a Nasdaq Listing? The InoBat Structure

The proposed InoBat transaction shows how a Dutch N.V. can serve as TopCo in a Nasdaq structure involving preference shares, warrants, employee options and PIPE financing.

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08 / 10 2026

Digital Shareholder Meetings in Dutch Companies from 2027

From 1 January 2027, Dutch companies can use fully digital shareholder meetings if the articles and meeting process meet the statutory requirements. The change is relevant for international shareholder governance and transaction approvals.

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08 / 10 2026

Share Options for Dutch Employees Under a Foreign Parent Company Plan

Foreign parent companies can grant options to employees of a Dutch subsidiary. This insight explains the Dutch implementation layer: local documentation, grant administration, employee mobility and the treatment of Dutch participants in a group exit.

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08 / 10 2026

Dutch Employee Options at Exit: Exercise, Cash Settlement and Deal Mechanics

A Dutch M&A exit requires a defined treatment for every material employee option. This insight explains exercise, cash cancellation, deferred consideration, Dutch notarial implementation and the connection with payroll and closing funds flow.

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08 / 10 2026

European Anchor Capital and the Dutch BV: Preparing for Late-Stage Growth Investment

ABP's commitment to the Scaleup Europe Fund illustrates the growing depth of European late-stage capital. This insight explains how a Dutch BV can accommodate institutional growth investment through clean cap tables, preferred equity, governance and Dutch corporate implementation.

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08 / 10 2026

Exit Readiness for Dutch SaaS and Data Companies: What Buyers Will Test

European software targets are attracting strong buyer interest, with greater differentiation in valuation. This insight explains how Dutch SaaS and data companies can prepare recurring revenue, IP, data rights and material contracts before buyer diligence begins.

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08 / 10 2026

AI KPIs in Dutch Management Incentive Plans: When Should They Affect Vesting?

AI metrics are beginning to enter private equity incentive design. This insight explains when an AI KPI can sensibly affect vesting in a Dutch management participation structure and how it should connect to leaver and exit mechanics.

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08 / 10 2026

Reverse Flips: When a Dutch BV May Be Better Than a Delaware Parent

Some European startups are reversing Delaware holding structures after US fundraising fails to deliver the expected benefits. This insight explains when a Dutch BV can remain the better parent company, when Delaware still makes sense and what investors and counsel should assess before restructuring the group.

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08 / 10 2026

Dutch Startup Share Options 2027: Tax Reform, Option Plan Implementation and Exit Mechanics

The proposed Dutch tax regime for startup share options could change the way employee equity is structured from 2027. This insight explains what foreign investors and international counsel should know about the legislative status, RVO qualification, valuations, foreign parent plans, Dutch payroll, option pools and treatment of employee options in financing rounds and exits.

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