Mergers & Acquisitions

What we do

An acquisition is a dynamic and multifaceted process. Often, an acquisition process begins with discussions between the parties involved to exchange ideas and identify various interests. The negotiation process often involves several phases, during which mutual commitment gradually strengthens. The negotiation process includes various common interim agreements, such as a confidentiality agreement, a letter of intent, and an outline agreement. Our team of M&A specialists has extensive experience at the negotiating table.

We have the knowledge and expertise to assume diverse roles: from advisory services to dispute resolution. We have an experienced team of lawyers and legal experts in the field of mergers and acquisitions. Contact us to discuss the possibilities.

Mergers & Acquisitions within Corporate

Mergers and acquisitions form the heart of our broader Corporate, Mergers and Acquisitions. From this corporate perspective, we look not only at the transaction itself, but also at the governance, the shareholder structure, and the surrounding value creation. After all, an acquisition almost always affects control within the company, the agreements between shareholders, and the position of the board. Our mixed teams of lawyers and in-house counsel advise both the international group making a strategic acquisition and the baker on the corner transferring his business to a successor.

Share transaction or asset-liability transaction

The choice of legal form for the acquisition determines the risks, tax implications, and required documentation. In a share transaction , the shares in the private limited company are transferred by means of a notarial deed (Article 2:196 of the Dutch Civil Code). The buyer acquires the business, including all existing rights, obligations, and debts; ongoing contracts generally remain unchanged, unless a change-of-control clause is included therein. This makes a thorough due diligence investigation indispensable.

In an asset-liability transaction, the buyer does not purchase the legal entity, but rather specific assets, such as stock, inventory, customer contracts, and goodwill. This allows the buyer to specifically choose what to acquire and what not, although the transfer of contracts generally requires the consent of the counterparty (assignment of contracts, Article 6:159 of the Dutch Civil Code). If personnel are also transferred, this may constitute a transfer of undertaking, whereby employees transfer by operation of law while retaining their terms and conditions of employment (Article 7:663 of the Dutch Civil Code). Together with you, we will assess which structure best suits your situation and risk appetite.

The acquisition process step by step

A careful acquisition process proceeds in fixed phases. It often begins with a confidentiality agreement, followed by a letter of intent in which the basic principles, exclusivity, and procedural agreements are set out. This is followed by the due diligence investigation, in which the buyer scrutinizes the company legally, financially, and fiscally. The results of this investigation help determine the purchase price and the content of the purchase agreement (share purchase agreement or asset purchase agreement). The process concludes with the signing and closing, during which the shares or assets are actually transferred. Our lawyers and in-house counsel guide every phase, from the negotiating table to the notarial transfer.

Warranties and indemnities

The distribution of risks between buyer and seller is largely regulated through warranties and indemnities in the purchase agreement. Warranties are statements by the seller regarding existing facts and characteristics of the company; if such a warranty proves to be incorrect afterwards, the seller is liable for damages. The law grants buyer and seller considerable contractual freedom in this regard (Article 6:248 of the Dutch Civil Code), so that the content is fully negotiable. Indemnities , on the other hand, relate to known risks established during the due diligence investigation that the buyer does not wish to bear and for which the seller remains liable even after the acquisition.

In addition, the seller's statutory duty of disclosure and the buyer's duty of investigation play an important role: information properly shared by the seller (disclosure) can limit a subsequent claim under a warranty. Conversely, a concealed defect can lead to a reliance on error (Article 6:228 of the Dutch Civil Code) or non-conformity (Article 7:17 of the Dutch Civil Code). We ensure a balanced and legally sound warranty and indemnity regime, with appropriate limitations of liability, threshold amounts, and durations.

Competition and supervision

For larger transactions, the merger or acquisition may be subject to notification to the Authority for Consumers & Markets (ACM) under the Competition Act. If a statutory turnover threshold is exceeded, the concentration may only be completed after approval. It is therefore advisable to assess early in the process whether notification is required to avoid delays or fines. Sector-specific supervision may also play a role. We assess in a timely manner whether your transaction is subject to notification and guide the notification process where necessary.

Frequently asked questions about mergers & acquisitions

What is the difference between a merger and an acquisition? In an acquisition, one party takes control of the other company, whereas in a merger, two companies combine into a single entity. Legally, the routes and consequences are different; we advise on which form suits your objective.

Do I need a lawyer or an in-house counsel? At MKB Juristen, you work with mixed teams of both lawyers and in-house counsel. For advice and drafting transaction documentation, an in-house counsel is often sufficient; should proceedings or a dispute arise, a lawyer is at your service.

Is an acquisition also something for a small business? Certainly. From international corporations to the baker on the corner: even when transferring a small business or a family business, a good purchase agreement, due diligence, and clear guarantees are of great importance.