Wintertaling

Interview met Olaf (student-stagiair juli-augustus 2026)

Roos Gelaudie — Wed, 09 Sep 2026 13:13:16 +0000

‘My name is Olaf de Klein and I am currently in my third year of the Bachelor of Law at Leiden University.’

Why did you choose an internship at Wintertaling?

‘Between my second and third year, I really wanted to intern at a law firm to get an idea of how things work in practice. To this end, I contacted various law firms to get a feel for which firm suited me. During this search, I happened to come across a vacancy at Wintertaling, after which I had a pleasant interview. When I was eventually offered an internship, it felt like the right choice to intern at Wintertaling.’

What are your main tasks and responsibilities during your internship?

‘During my internship, I was primarily engaged in case law and literature research. The substantive quality of my work was very important to me, given that it would ultimately be taken into account in cases involving real interests.’

Can you give an example of a project or case you worked on?

‘I had the opportunity to handle a wide variety of projects during my internship. Examples include scrutinizing GDPR legislation, researching the Notarial Profession Act and related legislation, and delving into the code of conduct for the legal profession. A more specific example concerns a case in which two directors of a company wanted to resign from their duties for the company, as a result of which the company would go bankrupt. In this context, I had to determine the liability risks associated with this for these directors; this turned out to be an extremely multifaceted assignment.’

What do you find most challenging about your internship?

‘Sometimes assignments can overlap and pile up as a result. In this context, you must therefore pay close attention to how much time you can devote to each assignment without compromising the substantive quality. This therefore requires good planning.’

What did you learn during your internship?

‘During my internship, I improved my skills in conducting legal research and presenting the results in a clear and organized manner. Additionally, my professional skills have improved, particularly regarding working within a law firm.’

How has this internship changed or influenced your view of the legal profession?

‘My internship has given me more insight into the practice of the legal profession and the (future) expectations of me as a professional that go with it. Primarily, I have learned about how diverse the work of a lawyer can be and the flexibility this requires of a lawyer.’

How would you describe the work atmosphere and culture within this office?

‘Wintertaling has an open and accessible work atmosphere and culture. As an intern, you can essentially walk into anyone's office without feeling immense hierarchical pressure. It is therefore a great place to do an internship.’

Do you have any tips for other students considering an internship in the legal profession?

‘'As a tip for future interns, I would like to suggest that it is wise to actively seek feedback. Lawyers are extremely busy and, as a result, sometimes forget to respond to the documents you produce, even though they are read. It is therefore important to stop by and explicitly ask for feedback.'’

What are your future plans after this internship?

‘Now that my internship is over, I am going to work hard again on finishing my studies! After my bachelor's, I aim to pursue a master's in neuropsychology and a master's in information law or European and international law.’

Interview met Coen (student-stagiair juli-augustus 2026)

Roos Gelaudie — Mon, 07 Sep 2026 08:51:00 +0000

‘My name is Coen, and this summer I completed the Master's in Civil Law at Leiden University. Before definitively concluding my studies, I wanted to experience what the legal profession is like in practice. Wintertaling came to my attention during my search for law firms specializing in real estate law, as that is where my primary areas of interest lie.’

Why did you choose an internship at Wintertaling?

‘What ultimately convinced me to apply were the interviews with the interns who had preceded me. The picture they painted of the office appealed to me immediately. I now travel three hours to and from The Hague every day, but that investment of time is more than worth it.’

What are your main tasks and responsibilities during your internship?

‘Up until now, I have primarily supported the lawyers with legal research. When they require more clarity regarding a specific legal issue in an ongoing case, they first provide a background sketch of the case and explain exactly which question needs to be answered. Subsequently, I conduct independent research by studying literature and collecting and analyzing relevant case law. Based on my findings, I then prepare a clear memo in which I discuss the relevant legal sources, outline the key insights, and conclude with my own legal analysis and conclusion.’

Can you give an example of a project or case you worked on?

‘Currently, there is a case pending that is relatively unique, even for the lawyers handling it. The case is legally very interesting and raises diverse questions. For this specific case, I have already had to conduct research into various legal topics on multiple occasions. For instance, I conducted very extensive literature research into directors' liability. Subsequently, I had to scrutinize case law regarding the interests of the company in relation to the private interests of shareholders, and finally, employment law aspects also played a role in this case.

Within the real estate section, I encountered legal research questions that lay entirely outside my field of expertise. Although I focused exclusively on civil law during my studies, I thoroughly enjoyed immersing myself in these administrative law topics.’

What do you find most challenging about your internship?

‘At university, you often learn to think in step-by-step plans and to work out every legal element in detail. In practice, however, things are slightly different. Lawyers generally have a good understanding of the general legal framework and are primarily looking for an answer to a specific question. For the sake of time and efficiency, it is therefore important to get to the heart of the matter quickly and discuss only the legally relevant aspects. The challenge lies in reducing a complex legal question to clear, readable, and practically usable advice. In doing so, a memo must not only be legally correct but also clearly structured and directly align with the lawyer's needs. Less academic and more practical.’

What did you learn during your internship?

‘This internship has provided me with practical experience in corporate law, something you simply cannot learn in a classroom. Through my interaction with various cases and clients, I have gained a clear understanding of what it means to be an in-house counsel and the skills required for it. I have become more confident in applying my legal knowledge and tackling challenges independently, developed a better eye for detail, and strengthened my skills in legal research and drafting documents.’

How has this internship changed or influenced your view of the legal profession?

‘At university, the legal profession is often equated with the holy grail of a legal career. Hierarchy, long working days, and strong competition were characteristics I always associated with the legal profession. During my internship, I noticed that part of this image is certainly accurate. People work extremely hard, and lawyers sometimes put in long days to meet deadlines. At the same time, this internship has nuanced my view of the legal profession on these points as well. The work atmosphere and the team at Wintertaling are particularly pleasant. There is an open and egalitarian culture, which made it feel very easy to ask questions or discuss ideas, even with the partners.

Moreover, prior to my internship, I had doubts about whether the content of the work would suit me. The opposite turned out to be true. The variety of legal issues and fields of law made the work challenging and varied. Solution-oriented thinking within a legal context suits me very well and has certainly strengthened my interest in the legal profession.’

Do you have any tips for other students considering an internship in the legal profession?

‘As I mentioned earlier, the legal profession always seemed like something that wasn't meant for me. My experience during this internship is that academics and practice differ vastly. The skills you acquire during your studies are important, but they don't mean everything. Above all, you need to be interested in what you do and willing to learn from mistakes. That is why my tip is: "nothing ventured, nothing gained." Don't let doubts or the idea that something isn't meant for you hold you back. Just apply and discover for yourself if it suits you.”

What are your future plans after this internship?

‘After this internship, my time as a student officially comes to an end. That is why I am already busy drafting my CV and writing cover letters, because the search for my next legal adventure has begun. My interest in the legal profession has only grown during this internship, but I am not exclusively targeting a position within that world. The judiciary also seems like a particularly interesting and challenging place to work. Where my arrow will ultimately land remains to be seen. For now, it is a matter of waiting to see what the future holds.’

Interview met Sophia (student-stagiair juli-augustus 2026)

Roos Gelaudie — Mon, 07 Sep 2026 08:40:50 +0000

‘My name is Sophia Camacaro, I am 22 years old, and I obtained my LLB from the University of Edinburgh in July 2026. I was born in the US as the daughter of Venezuelan parents and have lived in various countries, including South Africa, Spain, Zimbabwe, Venezuela, the US, and Scotland.’

Why did you choose an internship at Wintertaling?

‘After graduating from university, I was eager to gain practical experience in the legal profession. Wintertaling appealed to me because of its broad practice in corporate law and the open, collaborative work culture. I felt that this would be a great place to learn from experienced lawyers and work on diverse corporate law cases.’

What are your main tasks and responsibilities during your internship?

‘During my internship, I was responsible for reviewing and summarizing legal documents, such as shareholders' agreements and capital preservation declarations, and for assisting with client inquiries. I gained experience in identifying client needs, asking relevant follow-up questions, and supporting the drafting of appropriate legal documents. These tasks have strengthened my eye for detail, my analytical skills, and my insight into how legal services operate in practice.’

Can you give an example of a project or case you worked on?

‘An interesting project I worked on involved supporting Wintertaling with GDPR compliance. After researching the relevant obligations, I drafted a new data processing register for the firm, thereby contributing to ensuring that data processing activities were clearly documented and in compliance with GDPR requirements.’

What was the biggest challenge during your internship?

‘The biggest challenge during my internship was the language barrier. Because I do not speak Dutch, I encountered situations where not mastering the language made certain tasks or interactions difficult. However, I saw this as an opportunity to develop my communication skills and to build self-confidence in a professional environment by asking for clarification when necessary.’

What did you learn during your internship?

How has this internship changed or influenced your view of the legal profession?

‘This internship has given me a much clearer picture of the legal profession, far beyond what I experienced at university. I have come to appreciate the collaborative nature of legal work, as well as the interdisciplinary approach often required when advising clients. This experience has given me a more realistic and multifaceted view of the profession and has only strengthened my interest in the field.’

How would you describe the work environment and culture at Wintertaling?

‘One of the biggest highlights of my time at Wintertaling was the welcoming and supportive work culture. From my very first day, everyone made me feel like I was part of the team and was always ready to answer my questions or offer guidance. It was clear that the firm genuinely enjoys working together, which created a collaborative and positive atmosphere. This environment made it much easier to learn, build self-confidence, and get the most out of my internship.’

What are your plans after this internship?

‘After my internship, I will move to London to pursue a Master of Laws (LLM) at the London School of Economics and Political Science (LSE), hoping to continue my career in corporate law in London.’

Do you have any advice for other students considering an internship in the legal profession?

‘I would advise students to ask their supervisors for as much feedback as possible. An internship is one of the best opportunities to consolidate what you have learned at university and apply it in practice. Don't be afraid to ask questions or take on new challenges – people expect you to be learning. The more proactive you are and the more open you are to feedback, the more you will develop both your legal knowledge and your self-confidence.’

Wijken voor woningbouw? Niet als het om faseringsregels gaat

Roos Gelaudie — Thu, 11 Jun 2026 13:07:39 +0000

Written by Bas van Vliet and Noa Dik

The Amsterdam City Council was not permitted to withdraw the Bloemendalerpolder development plan, an instrument that has played a crucial role in safeguarding the phasing, cost recovery, and quality of public space since the start of area development in Weespersluis. This was the ruling of the Administrative Jurisdiction Division of the Council of State on June 3, 2026. The ruling is an important landmark decision regarding the relationship between zoning plans, development plans, and private law agreements under the Environment and Planning Act.

Source: Shutterstock

Reason: municipality withdraws development plan

In the Bloemendalerpolder, a former agricultural area between Weesp and Muiden (now part of the municipality of Amsterdam), a new residential area with 2,750 homes is being built. The accompanying development plan – adopted in 2016 and revised in 2020 – includes, among other things, phasing rules that ensure green spaces and play facilities are realized simultaneously with the housing construction.

On July 10, 2025, the Amsterdam City Council decided to withdraw the development plan, as a result of which the development plan is no longer part of the temporary section of the environment plan (the amending decree). The municipality argued that the plan had become superfluous: GEM Bloemendalerpolder CV (the developer) had by then acquired all the land, cost recovery was secured under private law via the so-called SUOK (Cooperation and Implementation Agreement), and most phasing rules had allegedly been “worked out”.

Three residents' organizations lodged an appeal. They feared, among other things, that the cancellation of the development plan would lead to the construction of homes without sufficient recreational green spaces, swimming facilities, and playgrounds for young people.

Background: zoning plan and development plan as an integrated system

For a proper understanding of the matter, the relationship between the two planning forms involved is important.

The zoning plans 'Bloemendalerpolder Weesp' and 'Bloemendalerpolder former territory of Muiden' (both adopted on July 11, 2016) are general in nature. The starting point was, as stated in the explanatory notes to the zoning plans: “a general zoning plan with a direct building permit as much as possible.” The plan establishes the main outlines of the urban structure but offers freedom regarding the positioning of housing, amenities, access roads, and green spaces..

The Division confirms that the development plan is more than a financial instrument: it also contains a spatial component with phasing and quality requirements that is essential for the coherence and integrated development of the planning area. As a complement to the general zoning plan – which establishes spatial possibilities but lacks detailed guidance – the development plan offers the public law safeguard that prevents a predominantly 'red' development from arising within the broad 'Residential Area' zoning, lacking sufficient recreational green space and play facilities for young people.

In short: the zoning plan broadly determines what may be built; the development plan regulates how many non-profitable facilities must be realized and when. It is precisely this broad character that makes a development plan with phasing rules not superfluous, but necessary. For example, Article 4.4 – to safeguard the parallel development of recreational green spaces – stipulates that the permit for the construction of the 1500^and a dwelling in the development area cannot be granted before 50% of the structural green and blue infrastructure to be realized has been brought into development. Consequently, this constitutes a potential ground for refusal of the relevant environmental permit.

Two questions, two no's

The Department has answered the following questions:

Should the council withdraw the exploitation plan because cost recovery is secured via the SUOK?
Was the council allowed to withdraw the development plan because it was supposedly “fully developed”?

Private law agreements are not sufficient.

It was not in dispute between the parties that the rules in question regarding phasing and green realization are necessary from the perspective of “balanced allocation of functions to locations” within the meaning of Article 4.2, paragraph 1, of the Environment and Planning Act. The debate therefore did not revolve around the content and necessity of the rules, but solely around the question of whether the SUOK could serve as a replacement.

The Division answered that question in the negative. The phasing and quality rules have direct consequences for the physical living environment and constitute grounds for refusal of environmental permits (Article 5.18 of the Environment and Planning Act and Article 8.0a of the Decree on the Quality of the Living Environment) as well as a basis for enforcement requests. Although the SUOK and the associated Programs of Requirements (PvEs) contain agreements binding under private law regarding the layout, phasing, and quality of public space, this agreement has no effect on third parties and is not a public law framework for assessing permit granting. Residents cannot rely directly on the SUOK and are dependent on municipal supervision and enforcement.

In this regard, the Division makes a sharp distinction: private agreements may predominate for cost recovery. However, this expressly does not apply to rules that ensure a balanced allocation of functions to locations – these require anchoring under public law.

The operational plan has not been developed.

The municipality argued that all assessment moments had passed and that the plan had therefore been finalized. The Division rejected this position. It was established that not all functions at the location have been realized and that not all requirements of – in particular Article 4 of the development plan – have been met. The municipality itself acknowledged this at the hearing: various required works and facilities have not yet been (fully) realized, not all environmental permits have been granted, and not all granted environmental permits are irrevocable. The Division therefore concludes that the council was not permitted to adopt the amendment decision solely on the grounds that the development plan had allegedly been finalized. This does not mean, therefore, that the phasing rules may not be withdrawn, but rather that such a withdrawal must be better substantiated, given that they were established precisely with a view to a balanced allocation of functions to locations.

The Division therefore annuls the decision to amend due to a conflict with Article 4.2, paragraph 1, of the Environment and Planning Act.

What changes in practice?

Important detail: the amendment decision had already been suspended retroactively by the preliminary relief judge on September 22, 2025. The development plan therefore applied as part of the environment plan throughout the entire intervening period. The annulment on June 3, 2026, definitively confirms this: the development plan is and remains part of the temporary section of Amsterdam's environment plan.

The most direct consequence is that the phasing rules from Article 4 of the 1st revision of the development plan – including the requirements regarding parallel green development and the link between the number of permitted dwellings and the realization of green facilities – apply to the assessment of applications for environmental permits and enforcement requests.

The Division leaves unanswered the question of whether current and future environmental permits in the area are in line with those phasing rules, but that question is certainly obvious and will undoubtedly arise in practice.

The lesson: public law cannot be contracted away.

The Division draws a clear line: private law does not replace public law regarding spatial safeguards for third parties. As long as not all envisaged functions in an area have been realized and not all requirements of the development plan have been met, a municipality cannot withdraw the plan by invoking a private agreement or a presumed “completed” status. Particularly in cases where the zoning plan is general in nature and contains no detailed phasing, the ruling emphasizes that withdrawing a development plan without an equivalent public-law alternative can lead to a loss of legal certainty and control, posing risks to livability and green spaces in the area. That this is not merely an academic concern is evident from the administrative report of the Amsterdam Court of Audit dated April 1, 2025: in new Amsterdam residential areas, the municipality's own reference standards for green spaces, sports facilities, and play areas are systematically not met, and in practice, it proves increasingly difficult to find the necessary space for this in a timely manner.[1] The more homes are added, the greater the need for those facilities becomes. A development plan with clear phasing rules is therefore not an obstacle, but a necessary guarantee that the original principles for a balanced and livable development in a neighborhood like Bloemdalerpolder are actually adhered to.

Judgment: Administrative Jurisdiction Division of the Council of State, 3 June 2026, ECLI:NL:RVS:2026:3180, case number 202504519/1/R1. Interim relief: Judge for Interim Relief, Administrative Jurisdiction Division, 22 September 2025, ECLI:NL:RVS:2025:4476, case number 202504519/2/R1.

[1] 'Building the complete city' Amsterdam Court of Audit, 1 April 2025, p. 5.

Interview met Bernice (student-stagiair november-december 2025)

Roos Gelaudie — Thu, 02 Apr 2026 09:28:43 +0000

‘I am Bernice de Gouw, 24 years old, and I am pursuing a Master's in Law specializing in Conflict Resolution, the Judiciary, and Mediation at the Vrije Universiteit Amsterdam.’

Why did you choose an internship at Wintertaling?

‘'First of all, because of the good balance between junior and more experienced lawyers. As a result, there is a high level of expertise and the work environment is dynamic. Additionally, the areas of law in which the practice is active align well with my legal interests, as does the firm's international orientation. Moreover, my internship was firm-wide, which really brought diverse areas of law to life for me. For instance, I moved from (the intricacies of) tenancy law to construction law, and handled issues regarding mergers and acquisitions and the WHOA procedure. In other words: no day was the same.'’

How would you describe the work atmosphere and culture within this office?

‘I find the high level of enthusiasm among the employees, who are willing to go that extra mile, to be characteristic of Wintertaling. The pace and standards are high, which guarantees a constant challenge for me. Additionally, the office is medium-sized and has an open and informal corporate culture. Because lines of communication are short, you brainstorm with both (senior) employees and partners. This way, you keep learning from and with each other. At the same time, there is plenty of room for socializing: from drinks and office outings to the annual winter sports trip!’

What were your main tasks and responsibilities during your internship?

‘My duties were very varied. For example, I conducted research into legal questions within various areas of law, drafted memos and advice, and attended weekly case law lunches and interactive knowledge sessions. Moreover, I had the opportunity to attend several court hearings.’

Can you give an example of a project or case you worked on?

‘During my internship, I worked on, among other things, a tenancy law question regarding the conditions under which a lease agreement can be terminated prematurely. To this end, I studied the lease agreement and the general provisions, and researched relevant case law and literature to gain insight into the client's legal position. With this analysis, I contributed to mapping out the legal options and risks for the client.’

What did you learn during your internship?

‘'The most important thing I learned is how to translate a legal-technical analysis into advice that seamlessly aligns with the client's needs. This was also where the biggest challenge lay for me. After all, client-oriented reasoning and communication require a different approach than I was used to as a student. More specifically, not a legal treatise, but short and concise advice without statutory articles or references to case law, and in simple language.'’

How has this internship changed or influenced your view of the legal profession?

‘Thanks to this internship, I have gained a better understanding of the work and the role of a lawyer in practice, and my interest in real estate practice has been sparked. Above all, the internship has wholeheartedly confirmed my enthusiasm for the legal profession!’

What are your future plans after this internship?

‘Since I enjoyed the internship, I started working as a working student at Wintertaling in February. I am combining this with completing my Master's degree. After this, I aspire to a career in the legal profession and am very curious about what the future holds.’

Do you have any tips for other students considering an internship in the legal profession?

‘I highly recommend it to everyone! As an intern, you are fully immersed in daily practice from day one, giving you a broad overview of all facets of the legal profession. This not only offers you valuable practical experience and the opportunity to expand your network, but also helps you discover whether the legal profession is really the right fit for you.’

Interview met Frederique (student-stagiair januari-februari 2026)

Roos Gelaudie — Thu, 05 Mar 2026 08:40:32 +0000

‘My name is Frederique and I'm studying law at Leiden University. I just completed my bachelor's degree, which was part of a double degree with Leiden University College, where I studied International and European Law.‘

Why did you choose an internship at Wintertaling?

‘I wanted to experience the real-world environment before starting a master's degree. I was still debating between a few master's programs and hoped to gain a better understanding of them through an internship. The Wintertaling office appealed to me because I thought it had a nice structure and size. I also liked the atmosphere.’

What are your main tasks and responsibilities during your internship?

‘During my internship, I was involved in various cases, conducting case law research or conducting research. I also presented rulings and attended hearings and meetings.’

Can you give an example of a project or case you worked on?

‘One of the most enjoyable parts was analyzing the General Terms and Conditions of a lease agreement. This was because the project continued to evolve and new questions arose. This kept me motivated to continue working on the project.’

What do you find most challenging about your internship?

‘It was an incredibly educational experience in every respect. One of the most challenging aspects was formulating answers when there was confusion or ambiguity in the case law. This means you have to search for a line of reasoning in case law, for example, even though it's very case-specific. I learned how to articulate such a situation to clients, among others.’

What What have you learned during your internship so far?

‘I think this internship has contributed enormously to both my legal knowledge and my soft skills. In terms of content, a wide variety of topics were covered, allowing me to delve deeply into the subject matter.

In the area of soft skills, I received several assignments where the questions weren't immediately clear, or where I didn't know exactly what was expected of me. What helped was writing out the questions I received first and then asking targeted follow-up questions to gain a better understanding. I also learned how to discuss and analyze a statement.’

How has this internship changed or influenced your view of the legal profession?

‘"It has only increased my passion for the legal profession. Before my internship, I was already interested in the legal profession, but my perspective was primarily theoretical and based on what I had learned during my studies. During the internship, I experienced how versatile and dynamic the work in practice is."’

What are your future plans after this internship?

‘"I'm going to take some courses at the University of Naples first, to broaden my horizons and learn Italian. After that, I'll start my master's degree. That will probably be Civil Law at Leiden University."’

Do you have any tips for other students considering an internship in the legal profession?

‘"I would look beyond the big firms, if only to see what suits you best. I think the learning opportunities at this firm are enormous."’

How would you describe the work atmosphere and culture within this office?

‘I found the atmosphere at the office very pleasant. It's a great mix of an intellectually stimulating environment and an open atmosphere. I think this makes it ideal for young people to learn the trade.’

Bouwplannen: voor of tegen?

Roos Gelaudie — Thu, 26 Feb 2026 13:21:07 +0000

Written by Bas van Vliet and Noa Dik

The Dutch government aims to build 100,000 homes per year on a structural basis. This is an ambitious target in the already densely populated Netherlands. Careful spatial planning is essential.

The Environmental Act[1] speaks of a “"balanced allocation of functions to locations“. This is an open standard. The municipality must specify this standard in its environmental plan, which applies to the entire municipality.

If a building plan doesn't comply with the environmental plan, a deviation is required. This is done through a so-called "Outside the Plan Environmental Plan Activity" (BOPA). This process requires a careful legal assessment.

For initiators and stakeholders

We assist both developers and local residents. Do you want to develop quickly? Or are your interests at risk of being harmed by a construction plan? In either case, timely legal advice is essential. Wintertaling Advocaten has extensive experience in environmental law and can provide excellent assistance. We advise on:

environmental plans (formerly zoning plans);
environmental permits;
deviations via BOPA;
enforcement and procedures;
deadline monitoring and strategic process guidance.

Critical, realistic and solution-oriented

Regardless of the party we represent, we subject every construction plan to a critical legal analysis. You will receive objective and realistic advice from us. Litigation without a realistic chance of success is rarely worthwhile. It is often wise to engage in discussions with the parties as early as possible, even when interests appear to conflict. This prevents delays and often leads to better plans. In some cases, participation[2] is also legally required. If the public law route proves unlikely, it can also be useful to investigate whether the parties can still reach workable agreements through a private law agreement.

We look beyond public law and also consider private law aspects. An environmental permit doesn't automatically mean construction is permitted. A building plan could, for example, conflict with neighbors' property rights or cause unlawful nuisance. A comprehensive assessment helps prevent unpleasant surprises.

Fixed price agreement

For you, not only legal clarity is important, but also financial insight into the costs of legal assistance. That's why we work with a modular system. We offer legal assistance at a fixed rate for each phase of the environmental permit procedure.

The amount of the rate depends on, among other things:

the stage of the procedure;
the nature and location of the building plan;
the available information;
the extent to which you can prepare the file yourself.

This way you know in advance where you stand, legally and financially.

Do you have any questions about the possibilities? Contact Bas van Vliet (bas.van.vliet@wintertaling.com / +31 20 301 7750) or Noa Dik (noa.dik@wintertaling.com / +31 20 301 8860) to discuss the options. That way, you'll know exactly what to expect.

[1] See Article 4.2 of the Environmental Act
[2] See Article 16.55 paragraph 6 of the Environmental Act

Liquidation Preference, or: Who gets what and when?

Roos Gelaudie — Thu, 22 Jan 2026 13:44:45 +0000

Lisette Oosterveen, Bart Dreef, Joel Erwteman, Tim Carapiet-Petit.

When start-up founders set out to raise capital, attention often goes straight to the numbers and the valuation. Yet tucked away in most term sheets is an often overlooked or misunderstood clause – the liquidation preference.

Liquidation preference dictates the order and amount in which investors are repaid. This clause therefore determines to a large extent the value of an exit for the shareholders and should always be the focus of attention.

What is a liquidation preference?

The fundamental idea of corporate law is that shareholders are entitled to the economic value of a company (whether through a liquidation, distribution of dividends or the proceeds of a sale) in proportion to the amount that they contributed to the company. Yet shareholders can, and often will, agree on arrangements that deviate from this principle. This is the so-called liquidation preference, colloquially also known as the 'waterfall'.

The liquidation preference determines who gets paid first when a company is sold, merged or wound down. In mature companies, this preference is usually also applied to dividends, but that is often not relevant in the start-up phase. Including a liquidation preference makes sure that preferred shareholders (often investors) are preferred over holders of ordinary shares (often founders and employees). Liquidation preferences come in different forms, and understanding their terms is crucial.

Different types of liquidation preference

Liquidation preferences specify a metric that must be met by the preference shareholders before ordinary shareholders receive any proceeds. For start-up companies this is usually a money multiple (such as 1x or 2x) but there are also other metrics, such as a fixed annual percentage of the invested amount.

Liquidation preferences can be either participating or non-participating.

With non-participating preferred shares, an investor is only entitled to the agreed return. Once the preference is paid, the remaining proceeds are distributed to the other (ordinary) shareholders. Usually, it is agreed that if the return on investment that follows from the waterfall is lower than the return of the other shareholders, the preference shareholders may convert into ordinary shares and receive pro-rata returns.

With participating preference shares, investors also first receive their preferential proceeds. But in this case, they continue to share in the remaining proceeds alongside ordinary shareholders on a pro-rata basis after they have received the preferential proceeds.

Depending on the structure and exit value, preferred shares can therefore significantly reduce – sometimes even eliminate – the payout available to ordinary shareholders.

How Liquidation Preferences Work: A Detailed Example

Here is an example illustrating two investors who each have a 1x participating liquidation preference, but who have different seniority levels. You will see the various shareholders receive different returns as the exit value increases.

In our example Investor 1 invested €500,000 and Investor 2 invested €700,000. Furthermore, the preferred shares of Investor 1 are senior, meaning they are repaid first. As the exit value rises, Investor 1 initially recovers its full €500,000 before Investor 2 receives anything. Investor 2 only receives (part) of its investment once Investor 1 has recovered its full €500,000 investment.

After both investors have been fully repaid (which requires an exit value above € 1,200,000), the founders begin to receive their portion of the proceeds. In our example the investors were granted participating liquidation preference rights. Therefore, they continue to enjoy an additional pro-rata return on their shares.

The graph shows that once the preference shares participate in proceeds together with the ordinary shares, they do so at a slower pace as they represent a (much) smaller percentage of the share capital of the company. The graph also clearly shows that there is a point where the additional value of an exit for the investors is minimal, even if the payout for the founders keeps increasing. This may create a conflict of interest regarding the timing of any exit or other liquidity event.

Why investors push for it (but should watch out)

For investors, a liquidation preference serves as downside protection. Investors want to safeguard that if the company exits at a lower‑than‑expected valuation, they are paid out before ordinary shareholders. Given the power dynamic in investment transactions, where investors are typically better positioned to make demands, some form of liquidation preference is very often part of the deal terms of venture capital transactions.

But investors should be careful not to overplay their hand. An overly investor-friendly preference structure can have unintended consequences. When founders and employees realize that their equity may have little or no payout under realistic exit scenarios, motivation, retention, and hiring can suffer.

What founders should pay attention to

Preference shares are a common tool in the investor tool kit. But founders should carefully consider the economics of their company. An ill-balanced preference stack can become so heavy that ordinary shareholders receive nothing unless the exit valuation is exceptionally high (see our earlier blog Don't prefer – Arguments against stacking preferred rights).

The good news for founders is that liquidation preference terms are often negotiable. The minimum return (1x vs. 2x or higher), the question of whether the preference should be participating or non-participating and determining the maximum return for investors (a so-called preferred participation cap) are all matters that are part of the discussion that founders should have with their investors at an early stage.

Finding the right balance should be a communal goal for investors and founders alike. As noted, a balanced structure protects investors without making the economic outcome for founders unattainable. Getting there is essential for long-term alignment between the shareholders and, consequently, the performance of the company.

Conclusion

Liquidation preference is not a minor contractual detail – it is the mechanism that determines who ultimately benefits from the financial success of a company. A high valuation may look attractive on paper, but without understanding the liquidation waterfall, founders and employees risk celebrating numbers that will never translate into a payout. The liquidation preference can significantly reduce or even eliminate the proceedings for ordinary shareholders, especially in modest exits.

Before signing any term sheet, all parties should model realistic exit scenarios under the proposed preference structure and ask their lawyers and financial advisors to assist. Only by running the waterfall across different outcomes can they understand their true economic position and avoid being surprised at closing.

At Wintertaling we advise founders and investors alike on the legal structuring of their start-ups and funding rounds. Our team would be available to discuss further with you, no matter whether you are considering entering into a funding round, unsure about your situation or just wish to discuss scenarios.

Legal 500 Guide: Investing in the Netherlands

Roos Gelaudie — Mon, 19 Jan 2026 10:32:30 +0000

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 Dutch investment landscape, covering key topics such as foreign direct investment trends, preferred corporate structures, acquisition routes, FDI screening under the Dutch Vifo Act, dispute resolution, and exit strategies. With its stable legal framework, open investment climate and strong international position, the Netherlands continues to be a leading jurisdiction for cross-border investments.

Please briefly describe the current investment climate in the country and the average volume of foreign direct investments (by value in US dollars and by deal number) over the last three years.

The Dutch economy remains a very welcoming and attractive place for foreign investors and benefits from a stable political and macroeconomic environment, a sophisticated financial sector, and a strategically advantageous geographic location. In 2024, the Netherlands remained among the top three countries worldwide with the largest volumes of foreign direct investment.

According to the International Institute for Management Development's (IMD) 2025 World Competitiveness Ranking, the Netherlands also stands out for its high degree of international experience, strong availability of competent senior managers, and its attractiveness in both recruiting and retaining talent.

Measured according to the directional principle and excluding special-purpose entities (SPEs), FDI in the Netherlands has been assessed as follows over the past three years:

2022: total foreign investments in the Netherlands amounted to USD 3.179 billion

2023: total foreign investments in the Netherlands amounted to USD 2.877 billion

2024: total foreign investments in the Netherlands amounted to USD 2.937 billion

What are the typical forms of Foreign Direct Investments (FDI) in the country: a) greenfield or brownfield projects to build new facilities by foreign companies, b) acquisition of businesses (in asset or stock transactions), c) acquisition of minority interests in existing companies, d) joint ventures, e) other?

The main sectors driving foreign direct investment (FDI) in the Netherlands include business and professional services, software and IT services, and logistics.

FDI typically takes one of the following forms:

Acquisition of businesses: a large share of FDI consists of foreign investors acquiring existing Dutch companies through share or asset deals. Mergers & acquisitions remain the most common entry route for investors seeking to establish or expand their presence in the Netherlands.

Real estate, logistics and infrastructure investments: The Netherlands attracts substantial FDI inflows into logistics real estate, data centers, warehousing, and energy-infrastructure assets. As a major European logistics hub, foreign investors frequently acquire distribution centers, industrial facilities and renewable-energy projects. This form of FDI represents a structurally significant share of inbound investment, particularly driven by the country's strong transport infrastructure (Rotterdam's harbour, Schiphol Airport). Most foreign investment in Dutch logistics and real estate is not greenfield or brownfield development but asset-based acquire FDI, as investors typically existing warehouses or infrastructure rather than build new ones.

Joint ventures: it should be noted that the Netherlands is home to many special-purpose entities (SPEs) used for global financing purposes. If included, SPEs form a significant part of Dutch FDI statistics. Roughly one third of the FDI stock consists of SPEs, another third of holding companies, and the remaining third of non-financial corporations.

Are foreign investors allowed to own 100% of a domestic company or business? If not, what is the maximum percentage that a foreign investor can own?

Foreign investors are in principle allowed to own 100% of a domestic company or business. Regulatory approval is mandatory for foreign investments in certain sensitive sectors under the Dutch FDI Regime (the Vifo Act), as further detailed in the answer to question 19 below.

Are foreign investors allowed to invest and hold the same class of stock or other equity securities as domestic shareholders? Is it true for both public and private companies?

Foreign investors are allowed to invest and hold the same class of stock or other equity securities as domestic shareholders. Restrictions for foreign investors may apply under the Vifo Act, as further detailed in the answer to question 19 below.

Are domestic businesses organized and managed through domestic companies or primarily offshore companies?

The Netherlands' stable legal framework, extensive tax treaty network and sophisticated financial ecosystem make Dutch corporate entities the preferred vehicle for both domestic operations and international groups.

As a result, Dutch businesses are generally organized and managed through Dutch legal entities such as the BV. Although foreign companies may operate in the Netherlands through a branch, local businesses typically rely on Dutch corporate forms for governance and day-to-day operations.

Because the Netherlands is a major hub for international holding and conduit structures (see answer to question 2), many multinational groups establish SPE's or holding companies in the Netherlands to channel investments, benefit from tax treaties, or manage intra-group financing. These offshore-type structures, despite their international focus, also predominantly make use of Dutch corporate legal forms.

What are the forms of domestic companies? Briefly describe the differences. Which form is preferred by domestic shareholders? Which form is preferred by foreign investors/shareholders? What are the reasons for foreign shareholders preferring one form over the other?

In the Netherlands, businesses can operate through several legal forms, and the optimal choice depends on factors such as size, ownership structure, and liability preferences.

The private limited liability company (Private Company or BV). The BV is the most commonly used Dutch legal entity and has full legal personality. It is suitable for enterprises and investment structures of all types and sizes. Shareholders benefit from limited liability and exercise voting rights in proportion to their shareholding. The BV is managed by a board of directors, offers highly flexible governance arrangements, and has no minimum capital requirement. While typically used for privately held companies, the BV can also be used as a vehicle for a stock-exchange listing. Its flexibility makes it particularly attractive for foreign investors establishing a presence in the Netherlands.

The public limited company (Public Limited Company or NV). The NV is a Dutch legal entity with full legal personality, intended for larger businesses and particularly suited for companies aiming for a public listing. Shareholders have limited liability and are not personally liable for the company's debts. An NV is governed by a board of directors, and often includes a supervisory board. It requires a minimum share capital of €45,000 and may issue shares to the public, making it suitable for companies seeking to raise significant (public) capital.

The Societas Europaea (SE). The SE is a European public company that allows businesses to operate under a single corporate structure across EU Member States. An SE can only be formed by at least two companies originating from different EU Member States. It offers limited liability, permits either a one-tier or two-tier board structure, and requires a minimum capital of €120,000. It is not commonly used in the Netherlands.

A general partnership (Company under Firm or VoF). The Dutch VoF consists of two or more partners who are jointly and severally liable for the partnership's obligations. Each partner may represent the partnership unless agreed otherwise. There is no minimum capital requirement, making it suitable for small businesses whose partners actively participate in management and accept joint liability.

The limited partnership (Commanditaire Vennootschap or CV). The Dutch CV distinguishes between general partners, who manage the business and have unlimited liability, and limited partners, whose liability is restricted to their contribution and who typically remain passive. This structure is often used for investment projects or family businesses where passive investors wish to participate without engaging in management.

A sole proprietorship. A sole proprietorship is a one-person business in which the owner has full control and bears unlimited personal liability. No minimum capital is required, and registration is straightforward. This form is common among freelancers, sole traders, and small businesses.

A foundation (Foundation). A foundation is a legal entity without members or shareholders, governed by a board whose members are generally not personally liable. There is no minimum capital requirement. Foundations are frequently used for charitable purposes, as holding entities, or as special-purpose vehicles.

The cooperative. A cooperative is owned and controlled by its members, who may contribute capital and share in profits or benefits. Liability, limited or unlimited, is determined in the articles of association. Governance is exercised collectively, with the board handling day-to-day management.

Which form is preferred by domestic shareholders?

Domestic shareholders in the Netherlands often favor the private limited liability company (private limited company or BV). Its highly flexible governance structure, limited shareholder liability, and relatively low administrative requirements make it an attractive legal form.

A foundation (Stichting) is sometimes incorporated within the BV structure as an administration office foundation (Stichting Administratiekantoor, or STAK) to separate economic ownership from voting rights. This arrangement strengthens governance and enhances control over decision-making, and is frequently used in employee participation plans for growth companies.

Which form is preferred by foreign investors/shareholders?

For small and medium-sized companies, the BV is the favored legal form, as it offers limited liability, a highly flexible governance structure, and relatively straightforward investment structuring. The statutory framework accommodates both minority and majority shareholdings, making the BV particularly attractive to foreign investors. Listed companies, by contrast, are in most cases structured as an NV.

What are the reasons for foreign shareholders preferring one form over the other?

Foreign shareholders also appreciate the BV's flexibility in customizing share classes and rights, its ability to minimize regulatory complexity, and the ease it provides for future exits, all while maintaining the liability protection and international recognition expected in cross-border investments. In addition to the BV's streamlined governance options, foreign shareholders also value the absence of minimum capital requirements.

What are the requirements for forming a company? Which governmental entities have to give approvals? What is the process for forming/incorporating a domestic company? What is a required capitalization for forming/incorporating a company? How long does it take to form a domestic company? How many shareholders is the company required to have? Is the list of shareholders publicly available?

Which governmental entities have to give approvals?

No governmental approvals are required. Incorporation of a BV, NV, SE, Stichting or Coöperatie requires a civil-law notary to execute the notarial deed and subsequent registration with the Dutch Trade Registry. Partnerships (VOF, CV) and sole proprietorships require only registration with the Dutch Trade Registry.

What is the process for forming/incorporating a domestic company? What is a required capitalization for forming/incorporating a company? How long does it take to form a domestic company? How many shareholders is the company required to have? Is the list of shareholders publicly available?

The incorporation process depends on the chosen legal form. Below, we outline the most commonly used legal forms for investments in the Netherlands, along with their key incorporation characteristics:

The private limited liability company (private limited company or BV): Incorporation takes place by notarial deed of incorporation including articles of association, followed by registration with the Dutch Trade Registry. No statutory minimum capital applies. The BV has at least one shareholder. Incorporation typically takes 1 or 2 weeks, depending on complexity.

The public limited liability company (public limited liability company or NV): Incorporation takes place by notarial deed of incorporation including the articles of association and a minimum issued paid-up share capital of EUR 45,000, followed by registration with the Dutch Trade Registry. The NV has at least one shareholder. Incorporation typically takes 1 or 2 weeks, depending on complexity.

The general partnership (VoF): Formed by a partnership agreement between at least two partners and registration with the Dutch Trade Registry. Registration can generally be completed within a few days. A notarial deed is not required for its formation.

The limited partnership (CV): Formed by partnership agreement between at least two partners and registration with the Dutch Trade Registry. Registration with the Dutch Trade Registry can generally be completed within a few days. A notarial deed is not required for its formation.

The Ultimate Beneficial Owners (UBO) register records the shareholders of Dutch corporate entities if they own 25% or more of the economic and/or governance rights in the company. The UBO register is not publicly accessible; access is limited to competent authorities, certain financial institutions, regulated professional service providers and parties with a demonstrable legitimate interest. However, if a limited liability company has a sole shareholder, the identity of that shareholder is publicly visible in the Dutch Trade Registry.

For partnerships, the Dutch Trade Registry publicly discloses the identities of the partners. In a VoF, all partners are registered by name, as they are jointly and severally liable. In a CV, the identities of the general partners are publicly visible because they bear unlimited liability, while the identities of limited partners are not disclosed unless they appear externally as having management authority. Partnerships are also required to register their UBOs, meaning that natural persons who ultimately own or control a VoF or CV must be identified in the UBO register.

What are the requirements and necessary governmental approvals for a foreign investor acquiring shares in a private company? What about for an acquisition of assets?

Foreign investors can generally acquire 100% of a Dutch private company or its assets without restrictions. A notification requirement and subsequent government approval may be required under the Dutch FDI regime (Vifo Act), as further detailed in the answer to question 19 below. Asset acquisitions follow a similar rule: generally, no special approval is needed unless the assets are in a regulated sector or require special licenses.

Does a foreign investor need approval to acquire shares in a public company on a domestic stock market? What about acquiring shares of a public company in a direct (private) transaction from another shareholder?

In the Netherlands, a foreign investor may need government approval to acquire shares in a public company listed on a domestic stock market. Approval can be required if the investment triggers the Dutch FDI Regime (Vifo Act), as further detailed in the answer to question 19 below.

This also applies to acquiring shares in a public company through a direct private transaction with another shareholder, unless the transaction triggers substantial shareholding thresholds that can require notification and other obligations under Dutch takeover or financial market rules. More details on the Dutch FDI Regime are detailed in the answer to question 19 below.

Is there a requirement for a mandatory tender offer if an investor acquires a certain percentage of shares of a public company?

Under Dutch law, a mandatory public takeover offer is required once a shareholder reaches a certain level of control in a listed company. Any person or entity, acting alone or in concert with others, that acquires or exercises at least 30% of the voting rights in a Dutch public company whose shares are admitted to trading on a regulated market is legally required to make a public bid for all remaining shares at an equitable (fair) price. This mandatory bid requirement follows from the Dutch Financial Supervision Act (Wft) and the Public Takeover Bids Decree.

If the shareholder does not comply with this obligation, the Enterprise Chamber of the Amsterdam Court of Appeal may order the shareholder to launch such a bid, and the Dutch Authority for the Financial Markets (AFM) may impose regulatory sanctions. The mandatory offer must be publicly announced by issuing a press release, and the offer document must subsequently be submitted to and approved by the AFM before the bid can be launched.

What is the approval process for building a new facility in the country (in a greenfield or brownfield project)?

Building a new facility requires approval through an environmental building permit known as the Environmental Permit, issued under the Environment and Planning Act (Environmental Act). The process begins with checking if the project fits within the municipality's environmental plan of the municipality where the facility will be located. Potential nitrogen emissions can also complicate the approval process. If the intended use does not align with the Environmental Plan, a permit for deviating from the Environmental Plan (BOPA) or an amendment to the plan is required.

The application for the Environmental Permit is then reviewed by the local municipality, which consults relevant authorities on technical building requirements, environmental impact, and spatial planning. The standard procedures take about eight weeks, with more complex projects requiring up to six months.

Can an investor do a transaction in the country in any currency or only in domestic currency? a) Is there an approval requirement (eg through Central Bank or another governmental agency) to use foreign currency in the country to pay: i. in an acquisition, or, ii. to pay to contractors, or, iii. to pay salaries of employees? b) Is there a limit on the amount of foreign currency in any transaction or series of related transactions? i. Is there an approval requirement and a limit on how much foreign currency a foreign investor can transfer into the country? ii. Is there an approval requirement and a limit on how much domestic currency a foreign investor can buy in the country? iii. Can an investor buy domestic currency outside of the country and transfer it into the country to pay for an acquisition or to third parties for goods or services or to pay salaries of employees?

The Netherlands imposes no exchange controls or currency restrictions. Investors and businesses are generally free to conduct transactions in any currency, including making acquisition payments, paying contractors, or remunerating employees in foreign currency. No approval or notification is required from De Nederlandsche Bank or any other authority for using, transferring, or holding foreign currency. Foreign exchange transactions may be executed freely, and there are no statutory limits on inbound or outbound currency flows.

However, this freedom is subject to compliance with the Dutch Anti-Money Laundering and Counter-Terrorist Financing Act (Wwft), requiring customer due-diligence and the reporting of unusual transactions, as well as with EU and national sanctions regulations, which may restrict payments involving sanctioned persons or jurisdictions.

Employment-related payments must also comply with Dutch labor law, including minimum wage rules, but may be denominated in foreign currency if clearly agreed.

Is there a limit on the amount of foreign currency in any transaction or series of related transactions?

No limit applies.

Is there an approval requirement and a limit on how much foreign currency a foreign investor can transfer into the country?

No approval requirement applies.

Is there an approval requirement and a limit on how much domestic currency a foreign investor can buy in the country?

No approval requirement applies.

Can an investor buy domestic currency outside of the country and transfer it into the country to pay for an acquisition or to third parties for goods or services or to pay salaries of employees?

Yes. The Netherlands has no foreign-exchange controls, so investors may freely purchase euros abroad and transfer them into the Netherlands to fund acquisitions, pay suppliers or service providers, or pay employee salaries, subject only to standard AML/KYC and EU/NL sanctions compliance.

Are there approval requirements for a foreign investor for transferring domestic currency or foreign currency out of the country? Whose approval is required? How long does it take to get the approval? Are there limitations on the amount of foreign or domestic currency that can be transferred out of the country? Is the approval required for each transfer or can it be granted for all future transfers?

Foreign investors do not require approval to transfer domestic or foreign currency out of the Netherlands. There are no limits on the amount that can be transferred. AML and CFT regulations still apply under the Money Laundering and Terrorist Financing (Prevention) Act (Wwft).

Is there a tax or duty on foreign currency conversion?

In the Netherlands, there is no specific tax or duty levied solely on the act of converting foreign currency. However, financial institutions may charge transaction or service fees, and standard taxes may apply depending on the nature of the underlying transaction (for example, VAT on certain services). These are commercial charges rather than government-imposed duties on currency exchange itself.

If the currency conversion is part of a broader transaction (such as an international payment or investment), any applicable taxes would relate to that transaction rather than the conversion process.

Is there a tax or duty on bringing foreign or domestic currency into the country?

There is no tax or duty on bringing foreign or domestic currency into the Netherlands. Cash and bank transfers can generally be brought into the country, providing it complies with AML and CFT regulations, under the Money Laundering and Terrorist Financing (Prevention) Act.

Is there a difference in tax treatment between acquisition of assets or shares (eg a stamp duty)?

In the Netherlands, the tax treatment differs between an asset acquisition and a share acquisition.

Share acquisitions and the transfer of shares in Dutch companies is generally exempt from VAT. Real estate transfer tax (RETT) may apply only if the target qualifies as a real estate company under Dutch law.

Asset acquisitions may trigger various taxes depending on the nature of the assets. For example, the transfer of real estate generally attracts real estate transfer tax. The transfer of other business assets may involve VAT or transfer taxes depending on the specific asset type. Certain transfers forming part of a transfer of a “going concern” may be VAT-exempt.

When is a stamp duty required to be paid?

In the Netherlands, no stamp duty is levied on either asset or share acquisitions.

Are shares in private domestic companies easily transferable? Can the shares be held outside of the home jurisdiction? What approval does a foreign investor need to transfer shares to another foreign or domestic shareholder? Are changes in shareholding publicly reported or publicly available?

In the Netherlands, the transferability of shares depends on the type of company:

Private limited companies (BVs) commonly include transfer restrictions in their articles of association, most notably a right of first refusal for existing shareholders or other approval requirements. As a result, BV shares are generally not freely transferable without following these internal procedures. Once the required approvals are obtained, the transfer process is straightforward but must be executed by notarial deed before a Dutch civil-law notary.

Shares in a Dutch public limited liability company (NV) are generally freely transferable, except where the articles of association impose restrictions. Registered shares (not held through a bank or broker) must be transferred by a Dutch notarial deed and then recorded in the shareholders' register, while dematerialized shares (held through a securities account under the Dutch Securities Giro Act) are transferred simply through an account entry without a separate notarial deed.

Can the shares be held outside of the home jurisdiction?

Yes. Shares in Dutch companies, both BV (private limited) and NV (public limited), may be held by shareholders residing or incorporated outside the Netherlands. There are no general restrictions under Dutch corporate law on foreign ownership or on holding Dutch shares from abroad.

However, certain practical considerations may apply, such as compliance with local laws in the shareholder's home jurisdiction, KYC requirements, and completing Dutch notarial formalities for BV share transfers.

What approval does a foreign investor need to transfer shares to another foreign or domestic shareholder?

Under Dutch law, foreign investors generally do not require any governmental approval to transfer shares in a Dutch company, whether the transferee is foreign or domestic. If the company operates in (highly) sensitive sectors, a notification is required as further detailed in the answer to question 19 below.

Are changes in shareholding publicly reported or publicly available?

In the Netherlands, changes in the shareholding of private limited companies (BVs) are generally not publicly reported. Information on BV shareholders is maintained in the commercial register at the Dutch Trade Registry, but shareholder details are not publicly disclosed.

For public limited companies (NV's) listed on a stock exchange, changes in substantial shareholdings (typically 3% or more) must be reported to the Netherlands Authority for the Financial Markets (AFM) and are publicly disclosed, in line with securities regulations.

All Dutch companies are also required to register their ultimate beneficial owners (UBO); the natural persons who ultimately control or own more than 25% of the shares or voting rights. While registration is mandatory, the UBO register is no longer generally publicly accessible. Access is restricted to competent authorities, regulated institutions, or persons/organizations that can demonstrate a legitimate interest. Consequently, changes in beneficial ownership must be reported in the register, but they are not visible to the general public.

Is there a mandatory FDI filing? With which agency is it required to be made? How long does it take to obtain an FDI approval? Under what circumstances is the mandatory FDI filing required to be made? If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked? If a transaction is outside of the home jurisdiction (eg a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that's been acquired has a subsidiary in your jurisdiction), could such a transaction trigger a mandatory FDI filing in your jurisdiction? Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?

In specific (highly) sensitive sectors a mandatory foreign direct investment (FDI) filing is required under the current Dutch FDI Regime (Vifo Act). Transactions falling within the scope of the Vifo Act must be notified to, and cleared by, the Office for Assessment & Investments (Bureau Toetsing Investerings or BTI) before completion. A standstill obligation applies to the underlying transaction.

The regime applies to investments, mergers, acquisitions, joint ventures and certain asset transfers involving Dutch targets that qualify as:

Vital providers: companies that provide services in designated sensitive sectors such as energy, heat transport, certain financial market infrastructure, air transport, ports and gas storage.
Undertakings “active in” the field of sensitive technology: the Vifo Act defines sensitive technology such as certain dual-use items (under Regulation (EU) 2021/821), military goods, specific semiconductor technology, quantum technology, photonics and high-assurance technologies. The Dutch government intends to expand this category to include advanced biotechnology, security-related AI systems, advanced materials, nanotechnology, sensor and navigation technologies, and nuclear technologies for medical use.
Operators of designated business campuses: entities that manage or operate business campuses formally designated by the Dutch government due to their strategic importance for the development, clustering, or safeguarding of sensitive technologies. Such campuses typically host companies or research institutions engaged in sensitive technological activities, and acquisitions or investments involving their operators may require mandatory notification under the Vifo Act.

Under the Vifo Act, a filing is required where the transaction leads to a change of control. For undertakings active in certain specific “highly” sensitive technology, such as certain quantum, semiconductor, high-assurance and cryptographic technologies, as well as selected dual-use items, lower thresholds apply. In these cases, a filing is required as soon as the investor acquires or increases “significant influence”, which includes reaching or crossing shareholding or voting-right thresholds of 10%, 20% or 25%, or obtaining certain governance rights (for example, appointment or dismissal rights for board members, or shareholder arrangements that confer such influence).

The Vifo Act covers both share deals and asset deals where the assets are essential for the functioning of a vital provider or a (highly) sensitive technology undertaking, as well as internal restructurings and indirect acquisitions (for example, the acquisition of a foreign parent that controls an in-scope Dutch target). There are no turnover thresholds and the nationality of the investor is irrelevant: Vifo Act applies equally to Dutch and non-Dutch investors.

Incoming FDI is also controlled in sector-specific instances, through the Electricity Act 1998 (Electricity Act), the Gas Act (Gas Act) and the Telecommunications Act (Telecommunications Act). These regimes may require notifications or allow governmental intervention in acquisitions that may affect the security or continuity of electricity generation, transmission and distribution infrastructure, gas storage and transmission systems, mining operations, or telecommunications networks and services.

With which agency is it required to be made?

Notifications under the Vifo Act must be submitted to the Office for Assessment & Investments (Bureau Toetsing Investerings or BTI), which is part of the Dutch Ministry of Economic Affairs. The notification enables the BTI to assess whether the transaction raises concerns for national security and whether a formal screening decision is required before the transaction can be completed.

In 2023, a total of 55 filings were made to the BTI: 3 filings under the Electricity Act 1998, 1 filing under the Gas Act, 5 filings under the Telecommunications Act and 46 filings under the Vifo Act (between 1 June and 31 December 2023).

How long does it take to obtain an FDI approval?

When a formal notification is submitted to the BTI, the BTI is required to determine within 8 weeks from the date of notification whether the transaction is subject to a mandatory screening procedure. If a screening decision is required, the BTI must issue such decision within another 8 weeks from the date of receipt of the screening application. This period may be extended once by up to 6 months in highly complex cases.

Under what circumstances is the mandatory FDI filing required to be made?

A mandatory filing under the Vifo Act is required when a proposed investment, merger, acquisition, joint venture or asset transfer qualifies as an “acquisition activity” involving a Dutch undertaking that falls within the scope of the Vifo Act. A filing must be made when the transaction results in:

A change of control over a vital provider, a designated business campus operator, or an undertaking active in sensitive technology.
The acquisition or increase of “significant influence” over an undertaking active in highly sensitive technology, which occurs when an investor acquires or crosses 10%, 20% or 25% of voting rights, or obtains governance rights that equivalent influence (such as appointment or dismissal rights of board members).
The acquisition of essential assets that are necessary for the functioning of a vital provider or a (highly) sensitive-technology undertaking.
An indirect acquisition, where control or significant influence over a Dutch in-scope undertaking is obtained through the acquisition of a foreign parent company.
Internal restructurings that result in control or significant influence being transferred to a different group entity.

The obligation applies irrespective of turnover, deal value or the nationality of the investor, and the transaction may not be completed until the BTI has cleared it.

If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked?

If a transaction does not trigger a mandatory filing under the Dutch Foreign Direct Investment Screening Act (Vifo Act), the Minister has no general call-in power to review or block the transaction.

The minister's authority to assess, condition or prohibit a transaction applies only where a filing obligation exists and has been triggered (including where parties failed to file despite a legal obligation). The only exception was a one-off transitional regime allowing retroactive review of certain pre-2023 transactions, which is no longer applicable. Therefore, non-notifiable transactions cannot be reviewed or blocked by the Dutch government under the Vifo Act.

If a transaction is outside of the home jurisdiction (eg a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that's been acquired has a subsidiary in your jurisdiction, could such a transaction trigger a mandatory FDI filing in your jurisdiction?

Yes. If a foreign parent company is acquired, but that parent controls a Dutch subsidiary, it could trigger a mandatory notification. Notification obligations apply irrespective of the nationality of the investor.

Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?

What are typical exit transactions for foreign companies?

Sale of shares. The foreign parent sells its Dutch subsidiary or participation to a strategic buyer or another industry party. This is the most common exit route and is frequently used in both corporate group restructurings and third-party sales.

Sale of assets. Applied where only specific activities, assets or business lines are transferred, for example in a carve-out, or where a share sale is less efficient due to liabilities, regulatory considerations or tax structuring.

Private equity exit. Private equity investors typically exit through a sale to another financial sponsor (secondary buyout) or to a strategic acquirer. This route is common in sectors with active consolidation or where the business has undergone a defined investment cycle.

Initial public offering (IPO). In some cases, companies choose an IPO as an exit route, as further detailed in the answer to question 21 below.

Do private companies prefer to pursue an IPO? i. on a domestic stock market, or ii. on a foreign stock market? iii. If foreign, which one?

Private companies in the Netherlands generally view Euronext Amsterdam as the most straightforward route for an IPO. The domestic market offers a familiar regulatory environment and good access to European institutional investors. For many mid-sized companies this remains the preferred route.

Larger Dutch companies, scale-ups and technology-driven businesses may opt for a foreign listing. The most common foreign venues are:

Nasdaq (United States): preferred by high-growth technology and life sciences companies seeking access to specialized institutional investors.
NYSE (United States): sometimes preferred by larger or more established companies with a global investor base.
Euronext Paris or Brussels: occasionally chosen in cross-border group structures within Europe.

Do M&A/Investment/JV agreements typically provide for dispute resolution in domestic courts or through international arbitration?

In the Netherlands, M&A, investment and joint venture agreements frequently opt for international arbitration, particularly where the parties are based in different jurisdictions or where confidentiality, neutrality and enforceability under the New York Convention are important considerations. Arbitration clauses referring to institutions such as the Netherlands Arbitration Institute (NAI) or International Chamber of Commerce (ICC)International Court of Arbitration are common in cross-border transactions.

While domestic courts remain a solid option, the Netherlands Commercial Court (NCC), a specialized chamber within the Amsterdam District Court and the Amsterdam Court of Appeal for international commercial disputes, is increasingly appearing in international agreements. The NCC offers English-language proceedings and is designed specifically for complex international commercial disputes, with flexible procedures, specialized judges and transparent cost structures. This makes the NCC a great alternative to international arbitration, particularly within the European Union where court judgments are readily enforceable, as well as to proceedings before local district courts that operate in Dutch and may be less tailored to large cross-border matters.

Overall, arbitration remains the prevailing choice for international M&A, investment and JV transactions, while the NCC has become a strong and increasingly attractive forum option within the Dutch court system.

How long does a typical contract dispute case take in domestic courts for a final resolution?

There is no fixed statutory timeframe, as cases must be resolved within a “reasonable time” under Article 6 European Convention on Human Rights (ECHR). Depending on the complexity of the proceedings, the duration of a case varies greatly, but published court data and give the following indicative ranges for civil/commercial cases.

In first instance and on appeal, the District Courts and Courts of Appeal assess both the facts of the matter and the law. As a result, the duration of proceedings depends heavily on factual complexity, the number of procedural rounds (such as submissions, evidentiary requests or expert reports), and whether witness hearings or expert investigations are required. More complex or evidence-intensive contract disputes take longer to resolve than more straightforward matters.

Typical duration per instance

District Court (Court): Civil contract disputes are usually resolved within 6 – 12 months, but may take longer.
Court of Appeal: appeal proceedings in civil/contract disputes typically take around 12–24 months.
Supreme Court (Hoge Raad): cassation before the Supreme Court is limited to points of law, with civil cases typically taking around one year from the filing of the appeal to judgment.

Preliminary relief proceedings (summary proceedings) are available where a party requires immediate provisional relief, for example to prevent imminent harm or to secure compliance with contractual obligations. Hearings in such urgent matters can be scheduled on very short notice, depending on availability and the urgency demonstrated. The court usually issues its judgment within one to two weeks after the hearing, and the decision is directly enforceable on an interim basis, even if an appeal is lodged.

Specialized forums such as the Enterprise Chamber (Ondernemingskamer), a chamber within the Amsterdam Court of Appeal focused on corporate governance disputes, may handle corporate disputes on expedited timelines due to their ability to order immediate interim measures, while the Netherlands Commercial Court (NCC) offers English-language proceedings with active case management for complex international commercial cases.

Are domestic courts reliable in enforcing foreign investors rights under agreements and under the law?

The Dutch court system is widely regarded as reliable, impartial and highly predictable in commercial matters, including those involving foreign investors. This is supported by the Netherlands' consistently high ranking in the World Justice Project Rule of Law Index, where it scores strongly on judicial independence, civil justice and regulatory enforcement. Foreign investors have the same procedural rights as domestic parties under Dutch law.

In addition to regular Dutch civil courts, specialized bodies such as the Enterprise Chamber (Ondernemingskamer) can address complex corporate disputes. International arbitration is also widely available and often preferred for cross-border matters; the Netherlands is home to the Netherlands Arbitration Institute (NAI) and various Hague-based institutions, and the Netherlands Commercial Court (NCC) offers English-language court proceedings in international commercial cases. These mechanisms collectively ensure that foreign investors can rely on predictable, transparent and effective enforcement of their rights under agreements and under Dutch law.

As party to the 1958 New York Convention, the Netherlands recognizes and enforces foreign arbitral awards (see also the answer to question 26), with Dutch courts applying the Convention's refusal grounds restrictively. This international framework significantly enhances legal certainty for foreign investors, as it ensures that investors' rights established abroad can be effectively recognized and enforced in the Netherlands.

Are there instances of abuse of foreign investors? How are cases of investor abuse handled?

Instances of abuse against foreign investors in the Netherlands are very rare. The Netherlands consistently ranks among the most reliable jurisdictions for commercial and investment activity.

When disputes do arise about for instance contractual disagreements or corporate governance conflicts are handled through well-established judicial and administrative procedures. Dutch courts are independent, professional and known for efficient case management.

Are international arbitration awards recognized and enforced in your country?

The Netherlands, like over 160 other countries, is a party to the 1958 New York Convention and is a strongly arbitration-friendly jurisdiction, recognizing and enforcing foreign arbitral awards under its framework. Enforcement proceedings are governed by the Dutch Civil Code.

The Netherlands also hosts a well-developed arbitration infrastructure (including the Netherlands Arbitration Institute (NAI) and several international tribunals), further reinforcing its reputation as a reliable venue for recognition and enforcement.

To enforce a foreign arbitral award, the winning party must obtain leave for enforcement from the competent Dutch court. The court performs only a marginal review to ensure none of the New York Convention refusal grounds or Dutch public policy concerns apply. Once granted, the award can be enforced in the same manner as a domestic judgment.

The pro-enforcement stance of Dutch courts and the Netherlands' developed arbitration infrastructure make it a leading and reliable jurisdiction for the recognition and enforcement of international arbitral awards.

Are there foreign investment protection treaties in place between your country and major other countries?

The Netherlands has approximately 75 bilateral investment treaties (BITs) in force with countries around the world like China, Japan, Mexico and Brazil. These treaties typically offer investor protections such as fair and equitable treatment, protection against unlawful expropriation, free transfer of capital and access to investor-state dispute settlement (ISDS). The Netherlands has long been an important jurisdiction for structuring cross-border investments, and Dutch BITs are frequently invoked in international arbitration.

Additionally, several EU-wide mechanisms provide investment protection in the Netherlands. These include the investment protection provisions contained in EU trade and investment agreements (such as CETA and the EU agreements with Singapore and Vietnam), the EU's reformed Investment Court System for investor-state dispute settlement as incorporated in those agreements, and the protections arising from the EU internal market freedoms, which ensure non-discrimination and legal certainty for cross-border investors within the EU.

This article was originally published as part of The Legal 500 – Country Comparative Guides and is also available on the Legal 500 website: https://www.legal500.com/guides/chapter/netherlands-investing-in/

Interview met Mar (student-stagiair september-december 2025)

Roos Gelaudie — Mon, 29 Dec 2025 09:09:06 +0000

'My name is Mar, I am from Barcelona and I am currently doing an internship at Wintertaling as part of my master's degree in Law.'

Why did you choose an internship at Wintertaling?

‘I was selected for the Erasmus+ ICAB grant, which offered internships at various law firms in Amsterdam. I chose Wintertaling because one of its core practice areas is Mergers and Acquisitions, a legal area I find most interesting, and also because of the firm's size and values.’

What are your main tasks and responsibilities during your internship?

‘During my internship, I worked on a wide range of cases and assignments for various lawyers, which allowed me to gain experience in multiple legal areas.’

Can you give an example of a project or case you worked on?

‘'One of the most important projects I worked on during my internship involved supporting a startup.

My main responsibility in this project was to assess the company's Terms and Conditions and Privacy Policy for compliance with the GDPR. This involved identifying potential legal risks, investigating how personal data was collected and processed, and making recommendations to improve data protection compliance.

In addition, I provided general legal advice regarding a potential expansion of the company, including initial guidance on legal considerations that may arise if the startup were to operate in other countries or scale up its services.

This project gave me the opportunity to gain practical experience with privacy law and legal compliance within a real startup environment, and to understand how legal advice plays a key role in the early stages of a company's development.’

What did you find most challenging during your internship?

‘The most challenging aspect of my internship was the language, as it was the first time I worked entirely in a foreign language. Initially, it was especially difficult to familiarize myself with legal terminology in English, especially when working with technical documents such as contracts., legal opinions and court rulings.

Over time, however, I noticed a significant improvement, thanks to daily exposure to professional legal language and continuous practice. Communicating with lawyers, reading legal documents, and writing emails in English helped me become much more confident and accurate in my legal communication.’

What have you learned during your internship so far?

‘During my time here, I've learned a tremendous amount, both professionally and personally. Working closely with the lawyers gave me valuable insight into how legal work is done in practice, and I've learned a great deal by observing their way of thinking, analyzing, and interacting with clients.

Professionally, I've learned the most about privacy law and mergers and acquisitions. In particular, I've gained practical experience in reviewing and understanding contracts such as Share Purchase Agreements (SPAs), Asset Purchase Agreements (APAs), and Shareholder Agreements (SHAs). This has helped me better understand how transactions are structured and how legal risks are identified and managed in corporate law processes.’

How did this internship change your perspective on legal work?

‘This internship showed me that personal growth comes from stepping outside your comfort zone and taking on new challenges. Initially, I was apprehensive about going abroad to work alone and in a different language, but this ultimately became one of the best aspects of the experience.

Moreover, this internship confirmed that the area of law I enjoy most is corporate law. It also inspired me in how a law firm should be run. If I were ever to start my own firm, I would definitely try to apply the values, work ethic, and professional approach I experienced at Wintertaling.’

What are your plans for the future after this internship?

‘After this internship, I plan to return to Spain to take the bar exam and begin my professional career at an M&A law firm in Barcelona, where I hope to further develop my skills in corporate law.’

Do you have any tips for other students considering an internship in the legal profession?

‘I would say that law is a very broad field with many different specializations and career opportunities. It's perfectly normal to feel a little lost at first, as there's so much to learn and everything can seem overwhelming. My advice would be to stay curious, be patient with yourself, and seize every opportunity to learn. Over time, you'll discover the areas that interest you most and gain more confidence through experience.’

How would you describe the working atmosphere and culture at Wintertaling?

‘From my first day, I felt welcome and fully integrated into the office. As an intern, I was involved in all company activities and treated as part of the team, not just a student. What I appreciated most about my internship at Wintertaling was the guidance and support I received, as well as all the organized activities. Furthermore, the team is very approachable and helpful, which creates a positive and motivating work environment.’