NETHERLANDS Law and Practice Contributed by: Maarten de Boorder, Samuel Garcia Nelen, Jelmer Kalisvaart and Bas Vletter, Greenberg Traurig, LLP
Share Purchases In a share purchase transaction, the buyer purchases the shares in the capital of the target company from its shareholders. The sale and purchase of the title to the shares is often documented in a share purchase agreement made between the buyer(s) and the sell - ing shareholder(s). The transfer of shares in a Dutch company is typically arranged separately, in a notarial deed of transfer (as this requires the involvement of a Dutch notary public). Asset Purchases In an asset purchase, the buyer purchases certain assets from the seller (and often, but not necessarily, also assumes the liabilities related to these assets) pursuant to the terms and conditions of an asset purchase agreement. The asset purchase agreement typically caters for the transfer provisions regarding the various types of assets (and liabilities) that are transferred as part of the transaction. Typically, the seller awards the buyer a limited power of attorney to make the appropriate registrations (if applicable) regarding the transfer of the assets after the closing of the transaction on behalf of the seller. Acquisition of Public Companies A bidder typically obtains control of a Dutch public company listed in the Netherlands by making a pub - lic offer. A public offer is subject to specific statutory procedural and other rules. Alternatively, (the assets of) a listed company can be acquired by means of an asset purchase or statutory merger. 2.2 Primary Regulators Private M&A transactions generally do not require the involvement of a regulator, except when they are sub - ject to antitrust clearances (see 2.4 Antitrust Regula- tions ). Also, certain transactions can be subject to FDI or national security review (see 2.3 Restrictions on Foreign Investments and 2.6 National Security Review Public ). In addition, public M&A transactions are subject to the supervision of the Dutch Authority for the Financial Markets ( Autoriteit Financiële Mark - ten or AFM). The AFM is the competent authority for supervising the operation of the financial markets and oversees public offers in the Netherlands.
environment for both domestic and international investors in 2026. 1.3 Key Industries In 2026, technology, digital infrastructure, energy, financial services, and defence are among the most active sectors in the Dutch M&A market. AI, cyberse - curity, and cloud infrastructure are driving both strate - gic and sponsor-led transactions, although regulatory oversight of technology-driven deals has increased, particularly where data concentration or national security considerations are involved. The energy transition remains a powerful driver of deal activity, with a shift from individual assets toward scal - able platforms across renewables, storage, grid infra - structure, and energy efficiency solutions. Persistent grid congestion and rising power demand – including from data centres and AI-related compute – are rein - forcing consolidation among developers, utilities, and infrastructure investors. Defence and security have emerged as strategic growth sectors, supported by long-term public spend - ing commitments and growing demand for advanced technologies with dual-use applications. Financial services, business services, logistics, healthcare, and manufacturing continue to see consolidation and port - folio optimisation, driven by scale efficiencies and ris - ing compliance costs. Private equity and international investors remain highly active across these industries, particularly in asset classes offering stable returns and resilience to economic cycles. 2. Overview of Regulatory Field 2.1 Acquiring a Company There are a number of typical transaction structures that can be used to acquire a Dutch company. Acquisitions of Private Companies An acquisition of a privately owned company is mostly structured as a share purchase, and sometimes as an asset purchase.
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