NETHERLANDS Law and Practice Contributed by: Herald Jongen, Maarten de Boorder, Samuel Garcia Nelen and Jelmer Kalisvaart, Greenberg Traurig, LLP
Greenberg Traurig, LLP Beethovenstraat 545 1083 HK Amsterdam Netherlands Tel: +31 20 301 7300 Email: amsinfo@gtlaw.com Web: www.Gtlaw.com
1. Market Trends 1.1 Technology M&A Market
Dutch authorities align with EU regulations to curb monopolistic behaviours and protect market competition. This has extended the timeline for larger deals and prevented some larger deals from proceeding. Please also refer to the Netherlands Trends & Devel- opment chapter in this guide. 2. Establishing a New Company, Early-Stage Financing and Venture Capital Financing of a New Technology Company 2.1 Establishing a New Company In general, new-start-up companies are incorporat- ed in the Netherlands. This is due to its favourable entrepreneurial landscape (ie, stable economy, strong and flexible legal framework, and competitive fiscal climate). Typically, new start-up companies are incor- porated as either a sole propriertorship ( eenmanszaak ) or a private limited liability company ( besloten ven- nootschap or BV). Dutch corporate law allows entre- preneurs to incorporate a Dutch BV with a minimum contribution of EUR0.01. The incorporation of a new Dutch BV can be completed within a week. In contrast to the private limited liability company, the incorpora- tion of a public limited liability company ( naamloze vennootschap ) in the Netherlands requires an initial capital contribution of at least EUR45,000. This legal entity is also subject to a less flexible legal framework than the BV and is not often used for start-ups.
The technology M&A market in the Netherlands has shown resilience compared to global trends, though it has faced some challenges similar to those seen in other sectors. Over the past few years, global M&A activity, especially in the technology sector, slowed due to economic pressures such as inflation, ris- ing interest rates and stricter regulatory scrutiny. However, the Netherlands has performed relatively strongly, with deal volumes in the technology, media and telecommunications (TMT) sector seeing a slight increase in the past year, even though the total value of deals dropped. This relatively strong performance underscores the fact that the Netherlands has a tech- Over the past 12 months, several key trends have emerged in the technology M&A landscape in the Netherlands, reflecting broader global shifts while also showcasing unique regional characteristics. • Increase in M&A activity in artificial intelligence (AI) start-ups and scale-ups, data centre deals (both build and sale) and defence investments. • Increase in mid-market deals: The Dutch tech sec- tor has seen a steady focus on mid-market trans- actions. Despite the global decline in deal values, mid-sized deals remained relatively robust, par- ticularly in the software and IT services segments, which continue to be highly attractive for investors. minded economy. 1.2 Key Trends • Regulatory Pressures: Regulatory scrutiny has increased, particularly for larger tech deals, as
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