The Netherlands in the Legal 500 M&A Country Comparative Guide 2026
For the third year in a row, Heleen Kersten and Omar El Gachi have contributed to the Legal 500 M&A Country Comparative Guide. Heleen and Omar provide a comprehensive overview of the Dutch M&A landscape, covering the applicable legal framework, transaction practice, the current state of the market and key developments to watch in the period ahead.
The guide addresses both the legal and practical dimensions of M&A in the Netherlands. It sets out the key legislation and explains how acquisitions of both public and private companies are structured in practice. The roles and duties of the management board, the supervisory board and controlling shareholders are discussed, including how the interests of (minority) shareholders, employees, customers, creditors and other stakeholders should be weighed in the decision-making process. Additional topics include the public-facing documentation required, the typical timeline from announcement to completion and the available procedures to compulsorily acquire minority stakes, such as the statutory buyout procedure.
Particular attention is devoted to the current regulatory developments that may alter transaction practice. For example, the scope of the Vifo Act, which establishes the general investment screening mechanism in the Netherlands, is set to be expanded. Additionally, the Defence Resilience Act is expected to introduce a new sector-specific investment screening mechanism for the defence sector. On the capital markets side, the EU Listing Act will impact the obligation to immediately disclose an intermediate step in a protracted process that constitutes inside information. The guide also addresses the impact of the Omnibus I Package, which has taken effect on 18 March 2026. The simplification of the CSRD and the CSDDD substantially narrows the scope of both directives, exempting a large number of companies from their requirements.
The full guide is available here.
