Business Acquisition Lawyer in the Netherlands

As a business acquisition lawyer, we guide buyers and sellers through the purchase or sale of a Dutch company. We cover every step, from the letter of intent to completion at the notary. We work for entrepreneurs, investors and international groups, in English and Dutch. The first step is a short call about the deal structure, the timetable and what has already been agreed.

What can we help you with?

• choosing between a share deal and an asset deal;
• drafting or reviewing a letter of intent or term sheet;
• a legal due diligence investigation of the target company;
• drafting and negotiating the share purchase agreement (SPA) or asset purchase agreement;
• warranties, indemnities, limitations of liability and the disclosure letter;
• purchase price mechanisms, such as a locked box, completion accounts or an earn-out;
• works council consultation, employees and the notarial transfer of shares;
• disputes after completion about warranties or the purchase price.

Should you choose a share deal or an asset deal?

In a share deal you buy the shares of the company, including all its rights, obligations and risks. In an asset deal you buy selected assets and liabilities, and the seller keeps the company itself.

A share deal is often simpler in execution: contracts, permits and employees stay with the company. The transfer of shares in a BV requires a deed executed before a Dutch civil-law notary (Article 2:196 of the Dutch Civil Code). Check the articles of association for transfer restrictions, such as a right of first refusal for the other shareholders.

In an asset deal, each asset is transferred in its own way. Real estate requires a notarial deed and registration, and contracts generally require the consent of the counterparty. Employees transfer automatically to the buyer if there is a transfer of undertaking (Article 7:662 and following of the Dutch Civil Code). Our article on the transfer of undertaking explains what that means for the workforce. The tax effects differ per structure; your tax adviser assesses those.

What does a letter of intent bind you to?

A letter of intent sets out the main terms and the process before the final agreement is negotiated. Whether it is binding depends on its wording, so draft it with care.

Most letters of intent state that the deal itself is not yet binding. Clauses on exclusivity, confidentiality and costs are usually binding from signing. Under Dutch law, breaking off negotiations at a late stage can in exceptional cases lead to a duty to compensate costs or even lost profit. A clear letter of intent limits that risk for both sides. See our article on the letter of intent.

How does due diligence protect the buyer?

Due diligence is the investigation of the target company before signing. It shows the risks that need to be priced, covered by warranties or resolved before completion.

A legal due diligence usually covers the corporate structure, key contracts, change of control clauses, employees, real estate, intellectual property, permits, privacy and pending disputes. Financial and tax due diligence are carried out by accountants and tax advisers. We report the findings in a red flag report that links each risk to a solution in the SPA. Typical solutions are a specific indemnity, a condition precedent or a price adjustment.

What belongs in the share purchase agreement?

The SPA records the price, the conditions for completion and the seller's warranties. It also limits how and for how long the buyer can claim if a warranty turns out to be incorrect.

Warranties, indemnities and limitations

Warranties are statements by the seller about the company, for example that the accounts are correct and there are no hidden disputes. The seller qualifies them in a disclosure letter. An indemnity covers a specific known risk euro for euro. Limitations are agreed through a de minimis amount, a threshold (basket), a maximum (cap) and claim periods, often 18 to 24 months for general warranties.

Purchase price and payment

In a locked box, the price is fixed on the basis of a past balance sheet and value may not leak to the seller afterwards. With completion accounts, the price is adjusted after completion. An earn-out makes part of the price depend on future results; it requires precise definitions. Read more about the earn-out arrangement.

Approvals before completion

If the company has a works council, it must be asked for advice on a change of control (Article 25 of the Works Councils Act). Larger transactions may need clearance from the Netherlands Authority for Consumers and Markets (ACM) if the turnover thresholds of the Dutch Competition Act are met. Acquisitions in sensitive sectors can also require screening under the Dutch investment screening rules. More information on merger control is available from the ACM.

How does working with Law & More work?

1. Introductory meeting: we discuss the deal, the parties, the timetable and your priorities.
2. Advice and cost estimate: we propose the structure and the documents, with a budget per phase.
3. Approach and negotiation: we carry out the due diligence and negotiate the letter of intent and SPA.
4. Completion: we coordinate signing, the notarial deed of transfer and the steps after completion.

What does a business acquisition lawyer cost?

Our hourly rate is 250 to 350 euros excluding VAT for a lawyer and 300 to 400 euros excluding VAT for a partner. We agree the rate in advance and can work with a budget per phase of the transaction.

The introductory meeting is free of charge. A one-off advice meeting without further assistance costs 300 euros including VAT. Notary fees and registration costs are charged separately. Legal aid via the Legal Aid Board (Raad voor Rechtsbijstand) exists, but we do not work on that basis. We do not give tax advice; we coordinate with your tax adviser.

Who handles your case?

Acquisitions are handled by our corporate lawyers Tom Meevis, founder and managing partner, and Ruby van Kersbergen. You can meet the whole team on our team page. For corporate matters beyond the deal, see our corporate lawyer page.

Frequently asked questions

When should I involve a business acquisition lawyer?

Preferably before you sign a letter of intent. That document already fixes the price basis, exclusivity and the timetable, and changing them later costs negotiating power. A business acquisition lawyer can also advise on the structure and the due diligence scope at that stage. Early involvement usually reduces costs later in the process.

Is a letter of intent legally binding in the Netherlands?

That depends on the text. Usually the deal itself is expressed as non-binding, while exclusivity, confidentiality and costs clauses are binding. Even without a binding deal, breaking off negotiations at a late stage can in exceptional cases lead to liability. A carefully drafted letter of intent makes clear what each party can and cannot rely on.

Do employees transfer automatically when a business is sold?

In a share deal, the employer remains the same company, so employment contracts simply continue. In an asset deal, employees transfer automatically to the buyer if there is a transfer of undertaking under Article 7:662 and following of the Dutch Civil Code. They keep their terms of employment. Dismissal because of the transfer itself is not allowed.

How long does a company acquisition take?

A small acquisition can be completed in two to three months from the letter of intent. Larger deals, or deals that need works council advice or ACM clearance, often take longer. Due diligence and SPA negotiations usually determine the timetable. A clear process letter and a single point of contact on each side keep the deal on track.

What is the difference between a warranty and an indemnity?

A warranty is a statement by the seller about the company; if it is incorrect, the buyer can claim damages within the agreed limits. An indemnity is a promise to compensate a specific identified risk, such as a pending claim, usually euro for euro. Indemnities are used for risks the buyer already knows about from the due diligence.

Do I need a notary to buy shares in a Dutch BV?

Yes. Shares in a BV are transferred by a notarial deed executed before a Dutch civil-law notary under Article 2:196 of the Dutch Civil Code. The notary also checks transfer restrictions and identifies the parties. The SPA itself does not need to be notarial, but it determines what the deed of transfer contains.

In doubt about your position? Tell us about your situation. We will let you know within one working day what your options are. Use our contact form, call +31 40 369 06 80 or e-mail info@lawandmore.nl.

Law & More, Marconilaan 13, 5612 HM Eindhoven (+31 40 369 06 80) and visiting location Pietersbergweg 291, 1105 BM Amsterdam (+31 20 369 71 21). Available Monday to Friday 08:00-22:00, Saturday and Sunday 09:00-17:00.

This page provides general information and does not replace advice on your specific situation.