Netherlands: Corporate/Commercial Law

The Dutch government has proposed a major expansion of its Vifo Act investment screening framework, adding six technology sectors—including artificial intelligence, biotechnology, and nanotechnology—to mandatory...

This article examines critical employment law issues that frequently surface during legal due diligence in Dutch M&A transactions, including the risks of service agreement requalification, undocumented management arrangements, missing contractual protections, and works council compliance requirements. Understanding these employment-related red flags is essential for both purchasers and sellers to properly assess transaction risks and protect deal value.

Under Dutch law, a 403-declaration allows subsidiaries to avoid publishing individual financial statements by having their parent company assume joint liability for their debts. When these subsidiaries change hands in M&A transactions, both buyers and sellers face significant exposure unless the declaration is properly withdrawn through a strict statutory process that includes creditor opposition rights.