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.
Wintertaling – Dutch FDI regime Notification in M&A | A Practical View on Practice
AI-Generated image Written by Thédoor Melchers and Bart Dreef Wet Vifo[1] The Investment, Merger and Acquisitions Safety Test Act (Wet Vifo) has been in force since 1 June 2023 and introduces a safety test for investments, mergers and acquisitions that could pose a risk to national security. This law applies to (i) vital providers, (ii) […]
Wintertaling – GDPR in M&A | A practical look at the practice
AI-Generated Written by Tim Carapiet-Petit, Thédoor Melchers, and Esra Koopman Personal data is often a crucial consideration in M&A transactions. For some companies, this is limited to employee and a few customer data, while for others, customer data represents the majority of the value. Personal data is transferred in various situations, often without the […]
Wintertaling – Reinvestment by Key Management in M&A | A practical look at practice
AI-generated. Written by Thédoor Melchers. Management Incentive. An incentive plan is often established to motivate and reward key managers. This allows key managers to benefit from the company's increased value. In the event of a sale of the company, key managers receive a portion of the proceeds. In the event of a sale, it is important that the shareholder […]
