Transaction practice
(Mergers & Acquisitions)

We handle all transactions with corporate law content. This includes, for example, the sale and transfer of companies and businesses in all conceivable forms, setting up joint ventures and other collaborative ventures (such as distribution and agency), share issues, shareholder financing and bank (re-) financing.

In this context, we devote attention to the special aspects of each transaction. The perspective of a seller differs from that of a purchaser. A sitting shareholder has other interests than a new investor and similarly the interests between mutual joint venture partners and between minority and majority shareholders also differ. A lender views the situation differently than a borrower does and the party that supplies services or products has different points of attention than the party that purchases these services or products. Depending on the party we are advising, we will act from different angles, but always based on the same focus on specialism and experience.

Private equity and venture capital frequently form the context in the transactions we handle. We are familiar with the special points of attention during every phase of the funding (such as funding through ordinary or preference shares; making capital available when specific milestones are reached; additional financing in subsequent rounds, including dilution protection, etc.) up to the realisation of the return (such as the rights to force the exit, including the tag along and especially the drag along, bonus plans, option plans, ratchets and other ways to give management an interest in optimising the proceeds; liquidation preference, etc.). We assist investors, founders/sitting shareholders, companies and participating management.

Naturally, we are familiar with every phase of a transaction: from the stage of information memorandums, bid letters, letters of intent and due diligence through the stage of transaction management, negotiations and contracts up to the envisaged signing and closing.

Naturally we prepare all relevant legal documentation for each type of transaction and for every stage of the transaction (or we assess the documentation prepared by others), both in Dutch and in English. Finally, we manage processes in connection with the requisite notifications and approvals, both internally (general meeting of shareholders, supervisory board, works council) and externally (the Netherlands Competition Authority, the Social and Economic Council of the Netherlands, De Nederlandsche Bank, the Netherlands Authority for the Financial Markets).

We work based on the constant awareness that our clients wish their transactions to be established properly and quickly. This will succeed if there is a balance between a speedy process and legally sound results. If you do not pay attention to the process, the risk of too much discussion increases, thus decreasing the chance of a speedy transaction. If you do not devote attention to the result, you may have a speedy transaction but this will be a poor transaction. We pay attention to both the process and the result.

The process is aided by a good atmosphere and a sense of relationships. Each of the parties involved has its own interest, but at the same time they also have a common goal. We always keep this common goal in mind. Speed is also an important factor in the process, of course, which is why we are optimally available and tightly monitor the prevention of any delays and eliminating any “deal-breakers”. We take the initiative and monitor the process.

The result is aided by a legally perfect arrangement. This takes on meaning seen from the perspective of our client. Legally perfect usually means that there is no room for different interpretations of a contract. But sometimes, such room is desirable. The result is also served by an understanding of the main and side issues. The more important subjects must be negotiated and recorded in the best possible way for the client. This also requires a thorough knowledge of the legal subjects and knowledge of the arguments.