List of English-speaking M&A attorneys in the Netherlands
Who are the best M&A lawyers in the Netherlands?
Choosing the best M&A lawyer in the Netherlands can be a challenge, especially if you do not speak Dutch and are not familiar with the Dutch legal system. The Dutch Law Institute has therefore compiled the following list of recommended Dutch M&A lawyers to assist English speakers in their search. However, making this selection from the approximately 19,000 lawyers in the Netherlands ('advocaten', members of the Dutch Bar Association) was anything but easy.
Using a variety of sources, the committee compiled the following list of English-speaking M&A lawyers in the Netherlands who can be recommended:
Each of the Dutch M&A lawyers listed above is recognized for his or her expertise and has been recommended by in-house counsel, other third party experts and private practice lawyers. Each of them can orchestrate virtually any deal. They are central to the hub-and-spoke system of deal parties and their advisors. These M&A lawyers act as the primary point of contact for the entire deal team and bear the primary responsibility for seeing the deal through to completion.
The role of a Dutch M&A lawyer
While M&A lawyers in the Netherlands might occasionally be an in-house counsel, they are more commonly an M&A attorney working within an external law firm in the Netherlands.
In many ways, a Dutch M&A lawyer is a legal all-rounder. Core competencies of M&A lawyers typically include:
strategic thinking
negotiation
multitasking
delegation
organization
complex drafting
attention to detail, and crucially
the ability to work efficiently under pressure.
Expertise of a Dutch M&A Lawyer
Substantive legal knowledge is focused on:
Dutch corporate law
contract law, and fiduciary duties
along with a strong understanding of relevant EU regulations.
Dutch M&A lawyers must also possess at least a working knowledge of:
corporate finance
secured lending
tax
environmental law
employment and labor law
executive compensation and benefits
real estate
antitrust
intellectual property
anti-corruption
commercial law
and more — all within the Dutch context.
Key Functions in M&A Transactions
A Dutch M&A lawyer is involved in nearly every aspect of a transaction, from its inception to finalization, although they are not usually involved in setting the purchase price or the post-closing integration. Their specific functions include:
Preparing the target company for sale by ensuring that all corporate formalities have been properly completed, that relationships with third party vendors and suppliers have been properly formalized, and by identifying and, where possible, mitigating potential areas of risk.
Drafting and negotiating a financial advisor engagement letter, memorandum of understanding and confidentiality agreement.
Working with tax and financial advisors to structure the transaction.
Conducting or managing legal due diligence in the Netherlands (i.e., reviewing contracts, permits, organizational documents, and other materials related to the target company, assets, or sometimes the buyer) to develop a thorough understanding of the scope, value, and risks of the transaction.
Conducting or managing the legal due diligence in the Netherlands to develop a thorough understanding of the scope, value, and risks of the transaction.
Drafting a due diligence memorandum or similar summary of due diligence findings for the buyer.
Developing a comprehensive implementation checklist outlining all required actions and documents to be delivered in connection with the transaction.
Drafting and negotiating the main transaction agreement, including drafting appropriate representations, warranties, covenants and disclosure schedules based on issues identified during due diligence, as well as defining the closing conditions.
Advising the seller on the drafting and negotiation of the main transaction agreement.
Advising the buyer and target boards and management on their fiduciary duties and minority shareholder rights under Dutch law, including the identification of conflicts of interest that may trigger heightened scrutiny standards.
Reviewing and commenting on the financial advisor's fairness opinion and board presentation with respect to the board's fiduciary duties, any disclosure obligations and the financial advisor's engagement letter.
Reviewing and commenting on the financial advisor's fairness opinion and board presentation with respect to the board's fiduciary duties, any disclosure obligations and the financial advisor's engagement letter.
Advising on disclosure obligations under applicable Dutch securities laws, stock exchange listing standards and fiduciary duties, and drafting relevant documents such as press releases., proxy or information statements, and tender offer documentation.
Providing strategic and tactical advice throughout negotiations.
Managing specialist attorneys and integrating their input, along with feedback from client personnel, into transaction agreements.
Drafting and negotiating ancillary documents, including any exclusivity agreement, legal opinions, bills of sale, assignment and assumption agreements, escrow agreements, or transition services agreements.
Coordinating with proxy lawyers where applicable.
Preparing, or collaborating with antitrust counsel to prepare, any necessary merger control filings under Dutch and EU law, especially important in cross-border M&A transaction.
Advising on - and implementing defensive strategies to deter hostile takeover bids or activist shareholder actions, which may include advising on proxy contests and creating shareholder rights plans (poison pills).
Identifying requirements for third-party consents and working with client personnel to obtain them.
What specific experience should I look for when hiring an M&A lawyer in the Netherlands?
Seek a Dutch lawyer with a proven track record in handling transactions of similar size and complexity to your own. Experience with cross-border deals and specific industry knowledge relevant to your business is highly valuable. A lawyer familiar with the nuances of Dutch corporate law and negotiation styles is crucial.
How can a Dutch M&A lawyer help with due diligence in a merger or acquisition?
A skilled Dutch M&A lawyer will conduct a thorough legal due diligence process, scrutinizing financial records, contracts, and intellectual property to identify potential risks and liabilities. This in-depth assessment is crucial to protect your interests and make informed decisions before completing the transaction.
What are the key legal documents involved in M&A transactions in the Netherlands?
Key documents typically include a term sheet, a due diligence report, the share purchase agreement (SPA) or asset purchase agreement (APA), ancillary agreements, and potentially shareholder agreements. An M&A lawyer will manage drafting, reviewing, and negotiating these contracts to safeguard your interests.
What is the role of a lawyer when negotiating an M&A agreement in the Netherlands?
A lawyer acts as a strategic advisor during negotiations, ensuring your interests are protected and that the agreement is legally sound. They negotiate crucial terms such as purchase price, representations and warranties, indemnities, and closing conditions, using expertise in Dutch contract law.
How do Dutch M&A laws differ from those in other European countries?
Dutch law is generally flexible and business-friendly, but differs in specific areas like corporate governance, minority shareholder rights, and merger control regulations. A lawyer specialized in Dutch M&A transactions will guide you through these differences effectively, and ensure you are compliant.
What are the typical timelines for completing a merger or acquisition in the Netherlands?
Timelines vary greatly depending on deal complexity and regulatory approvals required. A simple transaction might close within a few months, while more complex deals can take 6-12 months or even longer. Your M&A lawyer in the Netherlands can advise on realistic timeframes for your specific deal.
How does Dutch law handle shareholder agreements in M&A?
Shareholder agreements in the Netherlands are crucial for governing the relationship between shareholders post-transaction, covering topics like voting rights, transfer restrictions, and dispute resolution mechanisms. A lawyer will tailor this agreement to protect your specific interests and objectives.
Can a lawyer specializing in M&A in the Netherlands assist with post-acquisition integration?
Many M&A lawyers provide guidance on legal aspects of post-acquisition integration, including employee transfer, contract assignment, and regulatory compliance. They help ensure a smooth transition and mitigate potential legal issues that can arise after a merger or acquisition.
What is the cost of hiring a lawyer for M&A in the Netherlands?
Fees vary based on the complexity of the transaction, the experience of the lawyer, and the billing structure (hourly, fixed fee, success fee). Discussing fee arrangements with your Dutch M&A lawyer upfront is crucial to understand the costs involved and manage the legal budget effectively.
What is the impact of the Dutch merger control rules on my M&A deal?
The Dutch Authority for Consumers and Markets (ACM) reviews mergers and acquisitions above certain thresholds. An experienced M&A lawyer will assess if notification is required and guide you through the filing and approval process to avoid delays or penalties.
Challenges in compiling the list of the best M&A attorneys in the Netherlands
By definition, it is impossible to provide a comprehensive, objective and measured assessment of all M&A lawyers in the Netherlands in all respects. Nevertheless, the review committee, which was first assembled by the Dutch Law Institute in 2024, has endeavored to make a careful and useful selection based on a variety of sources.
The sources consulted for this purpose were the following:
Case law: The Review Committee looked at case law and past decisions involving M&A lawyers.
Legal articles and publications: Attorneys' academic and other legal work was analyzed to assess their expertise within the area of Dutch M&A law.
Client testimonials and statements from other lawyers: The experiences of clients and other lawyers played a role in understanding the quality of service.
The members of the Review Committee tried to strike a balance between legal expertise, practical experience and client satisfaction. However, any selection remains subjective to some extent and depends on the quality and availability of information.
Selecting Dutch M&A lawyers obviously involves significant challenges and intricate considerations. Lawyers had to be assessed on multiple aspects, including quality, reputation and specialization. However, not all M&A lawyers are equally assessable based on publicly available information, and there are numerous factors that may influence their performance.
Therefore, we want to emphasize that a listing does not guarantee a successful case, nor is it an absolute assessment of the M&A lawyer's skills. We encourage individuals and companies seeking an M&A lawyer in the Netherlands to always make their own conscious and informed choice and find the appropriate Dutch attorney to suit their particular situation.
Independence and value of this 2025 listing of M&A lawyers
The Dutch Law Institute and the members of the review committee have not been paid for the listing of Dutch M&A attorneys in this list, and do not have any business relationship with the listed M&A attorneys or their law firms.
The Institute and the review committee worked independently and are solely focused on providing objective and useful information to English-speaking individuals and businesses. This means that the selection is purely based on quality and reputation of the selected M&A lawyers, with no undue commercial influences of any kind.
In our experience, this independence ensures that a listing in this directory of Netherlands M&A lawyers has more value than in many other English-language directories in which lawyers can be listed for a fee. After all, unlike such commercial directories, which often charge high fees to be visible, the M&A attorneys in this list are selected on the basis of substantive merit and not because of a financial contribution. This makes the recommendation by the Dutch Law Institute valuable to all who seeking reliable and adequate legal support in the Netherlands.
Other directories of M&A lawyers and M&A law firms in the Netherlands
Legal 500 and Chambers are two prominent directories for law firms worldwide. They offer reviews and rankings of legal services. Yet there is some criticism of the usefulness of these listings.
One of the most common criticisms is the question of the objectivity of the reviews. Legal 500 and Chambers rely on information provided in part by the firms themselves. This means that firms with better resources and a larger marketing budget are more likely to receive positive mentions. This gives the impression that it is sometimes more about who can invest the most time and resources, rather than the actual quality of service.
Many lawyers and legal professionals view listings in Legal 500 and Chambers as a popularity contest. The larger the network and the better the relationships with so-called researchers, the greater the chance of a listing. This can result in good but lesser-known law firms not getting the recognition they deserve. The system may be biased in favor of larger firms with extensive networks and connections.
In addition, the high costs associated with participating in this type of directory are often pointed out. Law firms often have to invest a significant amount of time and resources in the application processes. For smaller firms, this is sometimes not feasible, thus excluding them from participation. This makes the directories in a sense exclusive, targeting firms that can afford the investment, rather than providing a representative overview of the legal market.
A final point of criticism is that the directories often seem to favor large firms. Niche firms or specialized lawyers are less likely to get the attention they deserve. As a result, clients may mistakenly believe that only large, full-service firms offer high quality, when in reality there are many specialized lawyers who actually excel in specific areas.
So, while Legal 500 and Chambers can certainly provide valuable information, there is clearly also criticism of the way the information is gathered and presented. Objectivity, accessibility and measurement of actual quality remain controversial. For prospective clients, it is important to consider these criticisms when interpreting the rankings. It remains wise to look beyond the listings in these directories and also use other sources and your own research when choosing a lawyer or law firm.
The listing by the Dutch Law Institute does not imply a guarantee or endorsement
The Dutch Law Institute is not responsible for the quality of services provided by the attorneys listed. The listing does not imply that Dutch Law Institute has a formal relationship with the attorneys or their firms. Also, the order of the names does not indicate any preference or ranking; it is arbitrary.
Your experience with a listed Dutch M&A lawyer is important to us
In order to improve the quality of our list, we greatly appreciate your feedback. If you have engaged one of the lawyers or firms on the list, we would like to hear your experiences. This feedback will help us to adjust the list, if necessary, and support litigants even better in the future.
For Dutch M&A lawyers who want to be on this list
Are you an English-speaking, qualified and experienced M&A lawyer in the Netherlands and do you think you should also be on the list of M&A lawyers?
We are open to suggestions and want to continue to improve our list.
Please contact us at mail@dutch-law.com if you feel your expertise would be a valuable addition. All applications are subjected to the same evaluation criteria, with quality, experience, reputation and client satisfaction being key.
Jan Willem de Groot has been a lawyer in the Netherlands since 1984. He is now an author and speaker on Dutch civil law. As a Dutch lawyer, his main areas of expertise are contract law and litigation in the Netherlands.
