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Transfer of shares

Hidde Reitsma
Hidde Reitsma
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Mergers and acquisitions in the Netherlands

If you want to sell your company in the Netherlands, or if you want to buy a company, that is a special process. When the business of a private company with limited liability (BV) is transferred, usually the shares in that BV (or in the BV at the head of the group) are taken over. Of course it is important for the buyer of the company to know what he is buying, what the financial condition of the company is, if any claims from the past can be expected, what the prospects are and what the legal status of major contracts is. All these components pay a part in determining the conditions under which shares in the BV can be taken over: not just the price, but also, for example, the warranties and how the seller leaves the company.

Dutch law firm specializing in takeover

Each takeover is different, but in general a takeover takes place in the following sequence:

  • initial, informal and non-binding surveys and meetings;
  • drawing up a non-disclosure agreement;
  • drawing up and providing an information memorandum;
  • letter of intent (LOI);
  • due diligence examination;
  • negotiations;
  • signing the so-called SPA (Share Purchase Agreement, sales contract);
  • closing, the actual transfer of shares.

Amsterdam law firm on takeover

It is a fairly common occurrence that the buyer and the seller wait (too) long before seeking legal advice from an attorney on the deal they want to close. Often, the atmosphere between the seller and the buyer is pleasant and informal, and they tend to forget that drawing up a purchase contract for the takeover of a company is actual specialized work. The AMS lawyer is very experienced in the entire takeover process, from the drawing up of the NDA (non-disclosure agreement, the confidentiality statement) to conducting negotiations and drawing up and assessing the takeover contract.

Management Buy-out; Dutch lawyer

A special takeover format is the Management Buy-out (MBO),board of management purchases the company (or a part of the company). Law firm AMS in Amsterdam is specialised in mergers and acquisitions. We are therefore more than willing to counsel you on the legal aspects of mergers, acquisitions or management buy-outs. Should you require more information or should you have any question with respect to litigation or legal advice in the Netherlands, please feel free to contact one of the corporate lawyers our law firm.


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