Liquidation Preference, or: Who gets what and when?
Learn how liquidation preferences shape startup exits and can significantly impact founder returns. Understanding these terms helps founders and investors avoid surprises and stay aligned.
Legal 500 Guide: Investing in the Netherlands
We are pleased to share our contribution to The Legal 500 – Country Comparative Guides on Investing in the Netherlands, authored by Thom Schölvinck and Bart Dreef from our M&A team. This country-specific Q&A provides an overview of the laws and regulations applicable to investing in the Netherlands. It offers a practical insight into the […]
Wintertaling welcomes new M&A partner Joel Erwteman
We are proud to announce that Joel Erwteman has joined Wintertaling as an M&A partner effective September 2025. His arrival strengthens our Corporate and M&A team and allows us to offer our clients even more expertise in transactions, governance issues, and commercial contracts. Experience and background: Joel has over twenty years of experience in corporate law, […]
Wintertaling – Protection in the Share Purchase Agreement (SPA) against ACM investigation into non-notifiable transactions in M&A | Practical insights from practice
AI-generated image Written by Thédoor Melchers and Esra Koopman. The M&A practice in the Netherlands is facing a significant change. A recent amendment to the Competition Act now allows the Netherlands Authority for Consumers and Markets (ACM) to retrospectively assess mergers and acquisitions that are not subject to notification for abuse of a dominant position. This means that transactions that remain below the turnover thresholds can still be investigated […]
New CLA Template from Capital Waters: An Updated View on Convertible Loan Agreements in the Netherlands
Source: Capital Waters Written by Tim Carapiet-Petit, Lisette Oosterveen and Bart Dreef As proud partners of Capital Waters, we are pleased to welcome the updated version of their Convertible Loan Agreement, as a meaningful contribution to the Dutch startup ecosystem. The CLA is available in two formats: a clean version for transactions and a detailed […]
HoldCo, OpCo and a License Agreement: The Architecture Behind Successful Startups
Learn how a smart HoldCo–OpCo structure protects your assets, limits risk, and attracts investors. A license agreement ensures IP is used safely and profitably within your startup.
Converting your startup into a BV
Thinking about converting your startup into a BV? Learn how to properly structure the transition, avoid legal pitfalls, and set your business up for growth, liability protection, and investor readiness.
Use of the BV
Curious if a BV is right for your startup? This blog explains when and why to use a BV, how it works, and what makes it the preferred legal form for serious growth and fundraising in the Netherlands.
Don't prefer – arguments against stacking preferred rights
Stacking preferred rights like anti-dilution and liquidation preferences may protect investors, but taken too far, they can harm founders and future funding rounds. This blog explores why a balanced approach benefits everyone involved.
Legal structures 2025
Wondering how to legally structure your startup in 2025? This blog outlines the pros and cons of starting with a sole proprietorship or VOF, and when it's time to switch to a BV for liability protection and growth.
