Netherlands: Corporate/Commercial Law

This article examines the most common real estate legal issues discovered during due diligence in Dutch M&A transactions, including the absence of written lease agreements, unauthorised subletting arrangements, and change of control provisions in lease contracts. It provides practical guidance on how these findings impact transaction certainty, valuation, and the rights of parties involved in mergers and acquisitions.

A Dutch court has ruled that parties who contractually waive their right to annul a share purchase agreement also forfeit the ability to seek judicial price adjustment under Article 6:230(2) of the Dutch Civil Code. This decision clarifies the scope of waiver clauses in M&A transactions and highlights critical drafting considerations for acquisition agreements, set-off rights across different dispute forums, and the high threshold for piercing the corporate veil in shareholder disputes.

Een due diligence-onderzoek is onmisbaar om risico’s in kaart te brengen en onderhandelingen te sturen. Maar welke juridische valkuilen komen het meest voor?

The Dutch Data Protection Authority has imposed a record-breaking €824.99 million fine on Uber for violating GDPR Article 22 through automated decision-making systems that deactivate driver accounts without meaningful human intervention. This landmark enforcement action, stemming from a 2020 class-action complaint filed on behalf of 170 Uber drivers, marks the third and most severe penalty against the ride-sharing giant for data protection violations.

When a company enters bankruptcy proceedings within the European Union, insolvency practitioners must navigate a complex intersection of duties: administering the estate while ensuring strict compliance with GDPR requirements for processing personal data. The recent Co-Med healthcare bankruptcy in the Netherlands illustrates how modern insolvency practice requires careful handling of sensitive information, from medical records to employee data, while balancing statutory obligations with fundamental privacy

The Court of Justice of the European Union has issued a significant ruling on whether a Dutch construction-sector guarantee provider requires authorisation as a payment service provider under the Payment Services Directive. While the decision is confined to fact-specific circumstances, it has the potential to influence how key regulatory concepts will be interpreted under the forthcoming PSD3 regime...

Private investors and banks are increasingly willing to fund defense companies in the Netherlands, yet early-stage innovators face significant financing challenges due to structural tensions in government procurement...

The Dutch government has introduced a draft bill aimed at making employee participation through shared option schemes more tax-efficient for innovative start-ups and scale-ups

On March 18, 2026, the European Commission (EC) published its Proposal for a Regulation establishing a new corporate legal framework - "EU Inc.", which introduces a harmonized...

A Dutch court has ruled that parties who contractually waive their right to annul a share purchase agreement also forfeit the ability to seek judicial price adjustment under Article 6:230(2) of the Dutch Civil Code. This decision clarifies the scope of waiver clauses in M&A transactions and highlights critical drafting considerations for acquisition agreements, set-off rights across different dispute forums, and the high threshold for piercing the corporate veil in shareholder disputes.

Een due diligence-onderzoek is onmisbaar om risico’s in kaart te brengen en onderhandelingen te sturen. Maar welke juridische valkuilen komen het meest voor?

Nederlandse en Amerikaanse M&A-praktijken verschillen fundamenteel op het gebied van juridische structuur, koopprijsmechanismen en aansprakelijkheid.