Lawyers save buyers and sellers from costly slips. But their role in the transaction process is not limited to drafting contracts, say the three acquisition lawyers in conversation. "I don't have to get involved in the deal, but want to be informed about what people are doing.
Harke Plas, lawyer and partner at the Utrecht firm De Advocaten van Van Riet, talks enthusiastically about a recent deal: 'An asphalt recycling plant in the port of Rotterdam was bought by a large strategic buyer, with money from investors from Britain and France. The buyer was represented by a large law firm. They had a team of up to eighty people for due diligence. Afterwards, a corporate finance adviser from ABN Amro told us that he had had doubts beforehand whether we could pull this off with our small team, but that he was now impressed with our strength and the quality of our work.'
De Advocaten van Van Riet is a niche firm operating at the intersection of real estate and corporations. Plas is particularly involved in M&A and legal disputes surrounding disentanglements - "Those are basically acquisitions too, but with a crowbar. Plas shares the love for his profession with his two confrères, who have also joined us today to talk about the legal aspects of mergers and acquisitions.
Coen van der Mark, Senior Manager Legal M&A at BDO, emphasizes his role as deal captain in the transaction phase. "Tax specialists, corporate finance advisers and lawyers do not always speak the same language. As the point of contact towards the client, I try to translate it into a clear story that the client understands.'
The BDO Legal M&A team consists of ten specialized M&A lawyers with diverse backgrounds, such as law and accountancy. The team has grown significantly in recent years and often works in a multidisciplinary manner with BDO Deal Advisory. Van der Mark, like his two colleagues, focuses primarily on mid-market M&A transactions. In most cases, he represents parties in transactions ranging from a few million to 100 million euros.
Remie Huijs has been a lawyer since 1993. For the last twenty years, he has worked exclusively on mergers and acquisitions at the Utrecht firm Holla legal & tax, which also has offices in Eindhoven and Den Bosch. The transactions that land on Huijs' desk are, in his words, "increasingly acquisitions with a frayed edge. To clarify, he adds: mergers and quarrels. For Huijs, things don't always have to be easy, he says. He likes to solve problems.
M&A fits well with Dutch business culture, according to Huijs. This includes a certain pragmatism, he argues. 'We Dutch make contacts easily and are willing not to stick too much to principled views, if that is necessary to get to business. The same goes for lawyers. As an M&A lawyer, you sometimes have to accept that you may be right, but that it is not in the interest of the transaction to always pursue that rightness. In addition, you must not overestimate your own role. You cannot legally seal everything and there is no such thing as a watertight contract.'
Service to the deal is also at the forefront of Plas's job description. 'You have to sense the dynamics in a negotiation and not overestimate your own role. As a lawyer, you are responsible for an admittedly important but nonetheless small part of a deal.'
You read an excerpt from the roundtable interview with three acquisition lawyers and can be read in its entirety in the Brookz 500. Wondering what opportunities and threats lie ahead for entrepreneurs in the acquisition market in 2025? Then you can order the 2025 edition at the click of a button.
