Netherlands

Dutch law offers several principal transaction structures for M&A. The most common is a share purchase, whereby the buyer acquires shares in the target company, inheriting all assets and liabilities. This structure is frequently used in both private M&A (through a share purchase agreement) and public takeovers (through a tender offer).

An asset purchase allows a buyer to selectively acquire specific assets and, potentially, liabilities of the target’s business, providing greater flexibility but requiring individual transfers for each asset and often third-party consents. Asset deals are possible but less customary in Dutch practice.

Statutory mergers (juridische fusie) are available domestically and cross-border within the European Economic Area (EEA), whereby a surviving company acquires all assets and liabilities of one or more disappearing companies by operation of law. Notable examples include the Fiat–Chrysler and Fiat–Peugeot mergers. Cross-border mergers with non-EEA companies (e.g. Delaware corporations) and cash-out mergers are not permitted, although alternative techniques exist (and have been successfully implemented in practice) to achieve the same outcome.

Public bids (tender offers) are the standard mechanism for acquiring listed companies, requiring an offer memorandum approved by the Dutch Authority for the Financial Markets (AFM). Cash consideration is common, though securities may also be offered (triggering prospectus-equivalent disclosure requirements).

The Dutch M&A market remains resilient despite challenging global conditions. Overall deal volumes have declined compared to post-pandemic peaks. That said, we have witnessed several notable multibillion euro transactions returning to the market in recent periods, including Keurig Dr Pepper’s USD 18 billion acquisition of JDE Peet’s, Genmab’s USD 8 billion acquisition of Merus, the EUR 4.1 billion acquisition of Just Eat Takeaway by Prosus, TenneT’s sale of its 25.1% stake in TenneT Germany for EUR 3.3 billion, Wendel’s EUR 2.1 billion sale of its stake in Stahl to Henkel, Mollie’s EUR 1.1 billion acquisition of GoCardless, and Advent’s USD 4.8 billion acquisition of Reckitt’s Essential Home unit.

The mid-market has shown relative stability and continues to be dominated by private equity. Financial sponsors maintain significant dry powder available for deployment, though a persistent mismatch between seller and buyer price expectations has constrained transaction volumes. Continuation fund transactions have become increasingly common as private equity (PE) firms manage exit timing pressures.

In terms of sectors, defence and security, energy (particularly nuclear), semiconductor and quantum technology (despite the relatively low level of investment in the Netherlands in quantum tech compared to other markets such as the United States), and biotech have emerged as the most active areas.

Environmental, social and governance (ESG) considerations remain a prominent focus for companies operating in Europe, though purely ESG-driven M&A activity has been limited. Companies continue to integrate sustainability factors into their strategic planning and transaction due diligence, but the urgency surrounding ESG-focused deal rationales has somewhat cooled as a result of geopolitical developments.

We have observed a notable uptick in shareholder activism, albeit with a distinctly different character than the high-profile public campaigns witnessed a decade ago. Contemporary activism in the Netherlands tends to manifest through behind-the-scenes engagement, with activists favouring constructive dialogue with boards over public battles. This more measured approach has proven arguably more effective — with, in some instances, constructive cooperation and activist input at the board level (which requires an open-minded and constructive approach on both sides).

Distressed M&A activity has remained relatively muted despite earlier predictions of a wave of restructuring opportunities. While certain sectors, notably traditional retail and wholesale, have experienced elevated bankruptcy rates due to outdated business models, the anticipated surge in distressed transactions has not fully materialised.

Macroeconomic factors have significantly shaped the deal landscape. Geopolitical uncertainty, particularly arising from conflicts in Ukraine and the Middle East together with trade tensions and tariff concerns, has prompted companies to prioritise supply chain security and local sourcing. This dynamic has simultaneously created M&A opportunities and introduced complexity into cross-border transactions. Despite these headwinds, the overall outlook remains cautiously optimistic, supported by a relatively strong economic climate in key jurisdictions and stabilising interest rates.

Increased foreign direct investment (FDI) scrutiny will be one of the defining features of the Dutch M&A landscape in the coming period. The Investment Review Agency (Bureau Toetsing Investeringen (BTI)) has become increasingly active in screening transactions affecting national security, and the scope of scrutiny is expected to expand to cover additional sensitive technologies, including biotechnology, artificial intelligence (AI), advanced materials, and nanotechnology. This enhanced regulatory oversight will inevitably extend deal timelines in affected transactions and require more sophisticated transaction planning.

Public markets activity — both public M&A and equity capital markets transactions — is expected to gain momentum. We anticipate increased initial public offering (IPO) activity, exemplified by transactions such as CZECHOSLOVAK Group’s listing on Euronext Amsterdam, which should in turn stimulate public M&A activity. Amsterdam remains an attractive listing venue for companies with multinational profiles, and the pipeline of larger potential IPOs, including spin-offs and PE-owned assets, appears promising.

Selected industries are poised for heightened activity. Defence and security will continue to attract investment following European commitments to increased military spending and supply chain reshoring. The energy transition sector, particularly infrastructure-related assets, renewable energy, and grid congestion solutions, will remain a significant deal driver. Technology, especially AI-related businesses, cybersecurity and quantum, will sustain robust investor interest as companies seek to enhance digital capabilities.

Relevant legislation in the Netherlands includes the Dutch Works Councils Act (Wet op de ondernemingsraden), requiring employee consultation, and the Dutch Competition Act (Mededingingswet) and EU Merger Regulation, which may require clearance from the Dutch Authority for Consumers and Markets (ACM) or European Commission, respectively.

For public bids specifically, please see Question 11, below.

In Dutch M&A transactions, cash consideration remains the predominant form, particularly in private M&A and PE buyouts. Cash is favoured for its certainty and simplicity, with reinvestment by management and key stakeholders often encouraged or required in PE transactions.

Public bids are frequently made in cash; however, all or part of the consideration may consist of securities, including shares, bonds, and convertible instruments. When securities are offered, the bidder must provide an AFM-approved prospectus (or offer memorandum providing prospectus-equivalent disclosure) enabling investors to make an informed assessment of the securities’ value and attached rights.

Earn-outs — deferred payments contingent on post-closing performance — are common in private deals. They are rare in public M&A, due to, among other reasons, equal treatment and settlement constraints. If used in a public bid, they would typically be implemented through transferable securities (e.g. contingent value rights) offered in addition to the base consideration, with prospectus-equivalent disclosure in the offer documentation.

Due diligence in Dutch M&A transactions typically encompasses legal, financial, tax, and commercial reviews. Increasingly, ESG and compliance diligence — including anti-bribery/anti-corruption checks — have become integral components.

In controlled auctions, it is not uncommon for sellers to prepare extensive vendor due diligence reports, supplemented by the buyer’s confirmatory diligence. Many private equity investors prefer focused, issue-based reporting that can be completed within weeks — or even shorter timeframes in competitive or distressed sale processes.

Confidentiality and data protection rules impose restrictions on information access. Non-disclosure agreements are entered into at the start, and sharing competitively sensitive information can be — and often is — facilitated on a counsel-to-counsel-only basis, with appropriate information-sharing protocols in place.

In public M&A transactions, parties may include standstill arrangements in non-disclosure agreements (NDAs), and the EU Market Abuse Regulation requires maintenance of insider lists on top of confidentiality commitments. In hostile bid situations, targets have no statutory obligation to provide non-public information, though Dutch courts have held that serious bidders’ interests should be respected. Public targets providing due diligence information to a preferred bidder may be required to grant equivalent access to competing serious bidders in certain circumstances.

In private M&A transactions, W&I insurance has become increasingly prevalent in the Netherlands, following broader European and international market trends. Private equity sellers, in particular, favour W&I insurance as it facilitates clean exits with limited post-closing liability exposure. Sellers typically prefer offering only fundamental warranties (authority, title, capacity), with broader business warranties backed by an escrowed amount, though occasionally more extensive warranties are provided to close deals.

In public M&A, classic W&I insurance is generally not used. Merger protocols in Dutch public takeovers typically contain only a narrow set of warranties designed to provide comfort on a few key matters rather than comprehensive post-closing recourse against the target or its board. Bidders instead rely on their own due diligence, the target’s public disclosures, and negotiated protections in the merger protocol — including closing conditions, covenants, information undertakings, and material adverse change triggers. Although the insurance market has developed synthetic warranty solutions intended for public-to-private transactions, uptake in the Netherlands remains limited. These products are not yet a typical feature of Dutch public M&A practice.

The Netherlands has developed a comprehensive foreign investment review framework. The EU FDI Regulation (2019/452) applies, allowing the European Commission to issue opinions on foreign investments affecting Union-interest projects on security or public order grounds. The Dutch Vifo Act established the BTI to screen acquisitions affecting national security, with planned expansion to biotechnology, AI, advanced materials, and nanotechnology expected in 2026. The BTI has indicated it will seek to craft remedies allowing investments where possible, while being particularly vigilant where targeted businesses are crucial building blocks in Dutch industrial ecosystems.

The EU Foreign Subsidies Regulation empowers the European Commission to review and potentially prohibit or impose remedies on transactions where parties received significant non-EU government subsidies that may distort the internal market. Notification is required when the target or merging parties have EU turnover exceeding EUR 500 million and the parties together received over EUR 50 million in foreign financial contributions in the preceding three years.

Sector-specific regimes apply to telecommunications, energy companies, and financial institutions.

In the Netherlands, in friendly situations (noting that there have been no successful hostile situations in the recent past), the bidder and target company must publicly announce reaching conditional agreement on the bid, which is typically a joint announcement. Negotiations remain confidential until this point, with parties subject to EU Market Abuse Regulation requirements including insider lists and confidentiality obligations.

From the transaction announcement date until the end of the bid process, the bidder must publicly disclose, and file with the AFM, any transactions in the target’s securities that are subject to the public bid daily, but only on each day that such a transaction occurs. In addition, regardless of when the related transactions occur, “substantial interest” AFM filings must be made by the bidder (or its relevant affiliate) when crossing specified thresholds (3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75%, and 95%) of share or voting rights interests in the listed target — both long and gross-short positions. The AFM maintains a public register of these filings.

Upon expiration of the tender period, the bidder must publicly announce whether it will “declare the offer unconditional” within three business days.

Please refer to Question 11, below, for additional publication and filing requirements in this context.

Regulatory framework and deal process

The principal legal framework governing public M&A in the Netherlands includes the EU Market Abuse Regulation, the Dutch Financial Supervision Act (Wet op het financieel toezicht), and the Dutch Public Bid Decree (Besluit openbare biedingen) which contains detailed rules on public bid processes, timetables, announcements, and offer memorandum and position statement requirements. The AFM supervises public bids for securities listed on Euronext Amsterdam, including approval of offer memoranda. Unlike the UK Takeover Panel, the AFM does not act as an arbiter during bids but enforces procedural compliance and may impose fines for infringements. The Enterprise Chamber of the Amsterdam Court of Appeals has exclusive jurisdiction over mandatory bid determinations.

Once a public bid is announced, or when sufficiently concrete bid information has become public, the statutory timetable commences. Within four weeks of the initial announcement, the bidder must confirm whether it will proceed and provide an expected filing timeline. The draft offer memorandum must be filed with the AFM for approval within 12 weeks of the initial announcement, which is also the deadline for the bidder’s public confirmation of “certainty of funds” (which confirmation is often already included in the initial announcement). The approved offer memorandum must contain comprehensive information enabling informed investor assessment of the offer, including details about the bidder, the target’s financial position, and all individual payments to directors upon completion (including severance).

The initial tender period is 8–10 weeks and can be extended by the bidder once for another 2–10 weeks. Further extensions (e.g. to facilitate obtaining outstanding regulatory clearances) are subject to AFM approval.

No later than six business days before the end of the tender period, the target company must organise an extraordinary general meeting to inform its shareholders on the offer. At least four business days before the date of this meeting, the target company must issue a position statement setting out the view of the board(s) on the transaction. This position statement must be filed with the AFM concurrently with publication. While the AFM is not required to review or approve the statement beforehand, it will review it following publication and may have comments that would require the target company to update and republish its position statement.

After the bid has been declared unconditional, settlement typically occurs within three to five business days. The bidder often provides non-tendering shareholders the opportunity to tender their shares in a two-week post-acceptance period.

A party acquiring 30% or more of the voting rights (alone or acting in concert) in a Dutch limited lability company (naamloze vennootschap or N.V.) that is listed on a regulated market in the European Economic Area must launch a mandatory bid, subject to exemptions and a 30-day grace period. Such a mandatory bid requirement may also be triggered in a voluntary bid as a result of the voluntary bidder crossing the 30% threshold as a result of stake building. Irrevocable tender commitments obtained in anticipation of a voluntary bid, however, are exempted from mandatory bid rules.

Minimum acceptance conditions typically range between 66.67% and 95%, and it has become typical for bidders and targets to agree that the minimum threshold is automatically lowered — often to 80% — once target shareholders have pre-approved certain post-closing resolutions.

Competing bids and deal protection measures

Break fees are permitted and frequently agreed upon, including reverse break fees payable by the bidder, typically ranging between 1% and 2% of the target’s equity value. Excessive break fees may conflict with the fiduciary duties of the target’s board(s) and could qualify as disproportionate anti-takeover defences if they frustrate potential competing bids.

No-shop provisions (subject to fiduciary outs) are commonly found in merger protocols. Before agreeing to such provisions, the target board(s) should have made an informed assessment of available alternatives and determined, exercising reasonable business judgment, that the bid is in the best interest of the company and its business (taking into consideration the interests of all stakeholders). Typical deal commitments also include fiduciary outs for the target board(s) in the case of a superior bid that exceeds the offered price by an agreed minimum percentage (typically 5–10%), matching rights, and the right to withdraw board recommendations due to material changes in circumstances.

In competing bid situations, the target board(s) may be required to grant “serious” potential bidders (including competitors of the target) equivalent access to information if this is in the interest of the target. There is no statutory obligation requiring a target to facilitate a level playing field among bidders, as confirmed in Dutch court rulings.

Minority shareholder rights

Minority shareholders benefit from several protective mechanisms. A bidder acquiring 95% or more of the issued capital may force minority shareholders out through statutory buy-out proceedings at a “fair price” in cash — which may not necessarily equal the bid consideration, though it usually does. For situations where a bidder holds less than 95%, a post-closing restructuring of the target (accompanied by a transfer of assets to the bidder and distribution of proceeds to shareholders) may be permitted if contemplated in the offer memorandum. Such transactions may not disproportionately disadvantage minority shareholders and must be supported by sound business rationale.

In an outbound statutory cross-border merger, dissenting shareholders have appraisal rights allowing them to exit against cash compensation. Additionally, shareholders meeting statutory thresholds may bring mismanagement proceedings before the Enterprise Chamber; see Question 12, below.

M&A disputes in the Netherlands may be resolved through litigation or arbitration, depending on the parties’ agreement and the nature of the dispute. The Enterprise Chamber of the Amsterdam Court of Appeals is a specialised court with particular expertise in corporate matters, operating on an expedited basis. Shareholders meeting statutory thresholds (at least 1% of the Dutch company’s issued capital or EUR 20 million market value, as of January 2025) may bring mismanagement proceedings before this court, which has broad powers to order temporary measures maintaining status quo and proper management, though it cannot award damages. A mismanagement ruling by the Enterprise Chamber may, however, substantiate subsequent tort claims in separate civil proceedings.

For private transactions, shareholders’ agreements may provide for Dutch law and Dutch jurisdiction or alternatively specify foreign governing law and arbitration (typically, under the rules of the Netherlands Arbitration Institute or the ICC International Court of Arbitration). Dutch companies’ articles of association are mandatorily governed by Dutch law, and disputes involving corporate duties thereunder may be brought before Dutch courts regardless of contractual choice-of-law provisions. Many Dutch and international PE investors have been comfortable accepting Dutch law and jurisdiction for shareholders’ agreements, recognising the flexibility offered by Dutch law and the Dutch courts’ favourable track record and adherence to the rule of law.

Emerging technologies — particularly AI — are playing an increasingly significant role in shaping both M&A deal flow and the practice of M&A law in the Netherlands.

From a deal perspective, technology-driven sectors continue to attract substantial investor interest. The Netherlands has a thriving fintech ecosystem and is home to numerous innovative start-ups and scale-ups, fuelling venture capital investment and strategic acquisitions. Biotechnology, AI, advanced materials, and nanotechnology have been identified as sectors of strategic importance, with the Dutch government planning to expand foreign investment screening under the Vifo Act to cover these areas. This regulatory evolution reflects the growing significance of technology assets in the Dutch M&A landscape.

From a practice perspective, AI tools are transforming how M&A lawyers work. Advanced AI-powered solutions are making practitioners substantially more efficient by automating (to a certain extent) time-intensive tasks such as document review, due diligence analysis, contract comparison, and regulatory research. By reducing menial, repetitive work, these tools free up valuable time for lawyers to focus on what matters most: ensuring the highest quality of legal work product and developing creative, deal-specific solutions to complex transaction challenges. Rather than spending hours reviewing data room documents manually, lawyers can now dedicate more attention to strategic advice, risk assessment, and tailored structuring — ultimately delivering greater value to clients. This technological shift is particularly relevant in situations involving publicly traded parties and competitive auction processes, where speed and accuracy are paramount, and in cross-border transactions requiring coordination across multiple jurisdictions. The Dutch legal market has been receptive to these innovations, with leading firms actively integrating AI into their M&A practices.

Several additional considerations are particularly relevant for Dutch M&A transactions (some of which have already been briefly touched upon in previous questions):

• Defensive measures. Dutch law and most publicly traded companies’ articles permit substantial anti-takeover measures, including preference share foundations (stichtingen) that may acquire voting control to resist hostile bids or shareholder activism, and depositary receipt structures where holders’ voting powers may be withheld during hostile situations. Additionally, boards may invoke a statutory cooling-off period of up to 250 days when faced with unsolicited bids or shareholder demands regarding board composition.
• Works council consultation. Employee consultation through works councils is typically required for significant transactions. Works councils have advisory rights (though not consent rights), and non-compliance may result in Enterprise Chamber proceedings that could frustrate deal processes.
• Stakeholder governance. Dutch boards must consider all stakeholder interests, not merely shareholder value maximisation. Properly presented, fully valued bids addressing broad stakeholder interests typically succeed, though bidders may need persistence while respecting Dutch business culture.