Netherlands: M&A/Private Equity

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Article
Dutch Call-in Powers Bill Moves Forward: House Of Representatives Adopts Draft Bill After Significant Amendments
The Dutch House of Representatives has adopted a private member's bill introducing call-in powers for the Dutch competition authority ACM, enabling review of below-threshold transactions while simultaneously raising mandatory notification thresholds. This reform shifts Dutch merger control from a purely threshold-based system toward a discretionary, risk-based regime that could significantly impact dealmakers pursuing roll-up strategies, buy-and-build models, or acquisitions in concentrated markets.
Netherlands Anti-trust
LL
Loyens & Loeff
Article
Dutch Supreme Court: Unrealised Losses Fall Within The Loss Restriction Rules Upon A Share Transfer
The Dutch Supreme Court has ruled that unrealised losses fall within the scope of the Loss Restriction Rule, creating new administrative challenges for taxpayers who must now identify, value and monitor such losses at the time of qualifying ownership changes. While the judgment clarifies this principal issue, it leaves several technical questions unresolved, particularly affecting real estate structures, asset-intensive businesses and distressed M&A transactions.
Netherlands Tax
LL
Loyens & Loeff
Article
Top 5 Legal Due Diligence Findings In Dutch M&A Transactions | #5 Real Estate Legal Red Flags
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.
Netherlands Real Estate
B
Buren
Article
Contractual Waiver Of Modification Rights In Share Transactions And Directors’ Liability
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.
Netherlands Commercial
GGI Global Alliance
Article
Top 5 Legal Due Diligence Findings In Dutch M&A Transactions | #3 Employment Legal Red Flags
This article examines critical employment law issues that frequently surface during legal due diligence in Dutch M&A transactions, including the risks of service agreement requalification, undocumented management arrangements, missing contractual protections, and works council compliance requirements. Understanding these employment-related red flags is essential for both purchasers and sellers to properly assess transaction risks and protect deal value.
Netherlands Commercial
B
Buren
Article
The Dutch 403-declaration: A Hidden Risk In Cross-border M&A
Under Dutch law, a 403-declaration allows subsidiaries to avoid publishing individual financial statements by having their parent company assume joint liability for their debts. When these subsidiaries change hands in M&A transactions, both buyers and sellers face significant exposure unless the declaration is properly withdrawn through a strict statutory process that includes creditor opposition rights.
Netherlands Commercial
GGI Global Alliance
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