Posted on: 19-12-2019

Takeover of a company in the Netherlands

Written by:

Marcel van den Ende

Acquisition of shares, asset / liability transaction or merger

You want to buy or sell a Netherlands company, or you want to merge two or more Dutch companies. Then the takeover process starts, in which much has to be arranged and structured. Depending on the content of the acquisition transaction, choices must be made. Will it be a purchase of shares, an asset / liability transaction or perhaps a legal merger, where two legal entities merge into one legal entity.

The negotiation process

In addition to the legal form in which the takeover takes place, attention must also be paid to contract work. What about finances? What if one of the parties does not comply? Are claims to be expected? These types of factors all play a role in drawing up the acquisition agreement, in addition to the price, any earn-out arrangement, guarantees and the way in which the seller leaves the company. We help you to identify the temptations and pitfalls and to address them appropriately. Step by step we guide you through the negotiation process.

The process of taking over a company

Each takeover is different, but in general the step-by-step plan is as follows:

  1. informal and non-binding explorations and discussions
  2. signing a confidentiality agreement
  3. compiling and providing an information memorandum
  4. sign a declaration of intent / LOI (letter of intent)
  5. due diligence
  6. contract negotiations
  7. signature of the Share Purchase Agreement (SPA)
  8. "closing", the actual delivery

Takeover lawyers

Minerva Advocaten regularly assists buyers and sellers in the purchase and / or sale of a company. Please contact us to inform us about your situation without obligation. Then we can indicate what we can do for you, so that you are in a position to decide whether you want to work with us. Call us or send an e-mail. Our motto is not for nothing: "Your problem, our concern."

More information?

Marcel van den Ende will gladly help you further.

Business details

CoC: 74640518

TAX: NL 859977602B01

IBAN: NL37ABNA0844817805

Address details

Minerva Advocaten B.V.

Meent 106

3011 JR Rotterdam

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