Introduction
The Netherlands and the United States have maintained an active M&A relationship for decades, with Dutch and American parties regularly meeting across the negotiating table. That relationship brings a practical challenge, however: the two legal systems and market practices diverge significantly on a number of crucial points. This article discusses the principal differences between Dutch and US M&A law, from the legal structure of the target to the damages framework.
1. The legal structure of the target
An acquisition in the Netherlands is typically structured as a share purchase in a besloten vennootschap (B.V.), the Dutch equivalent of a US private corporation or LLC. Unlike in the US, where a share transfer can be completed without a notarial requirement, transferring shares in a B.V. always requires a notarial deed executed before a Dutch civil law notary. This is a matter of mandatory law that cannot be contracted around, and it requires timely planning in the
