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Structuring earn-out provisions in purchase agreements requires careful consideration and clear wording.
Structuring earn-out provisions in purchase agreements requires careful consideration and clear wording.
The earn-out: win-win or lose-lose?

Structuring earn-out provisions in purchase agreements requires careful consideration and clear wording.

Benjamin van Dijk
Benjamin van Dijk
May 30, 2023
The IM is one of the most important building blocks within the sales process. And with a legally sound IM, you can steer the acquisition in the right direction.
The IM is one of the most important building blocks within the sales process. And with a legally sound IM, you can steer the acquisition in the right direction.
More attention for the information memorandum

The IM is one of the most important building blocks within the sales process. And with a legally sound IM you steer the business acquisition in the right direction.

Linzy Sieljes
Linzy Sieljes
May 25, 2023
With these securities, the buyer wants to ensure that the compensation to be claimed can actually be recovered from the seller.
With these securities, the buyer wants to ensure that the compensation to be claimed can actually be recovered from the seller.
Forms of security for fulfillment of obligations

With these securities, the buyer wants to ensure that the damages to be claimed under such indemnities and/or breach of warranties can actually be recovered from the seller.

Lieke van Aarssen
Lieke van Aarssen
03 May 2023
A shareholders' agreement is of great importance for a company with multiple shareholders, especially in 50/50 situations.
A shareholders' agreement is of great importance for a company with multiple shareholders, especially in 50/50 situations.
Practical experiences with 50/50 shareholders

A shareholder agreement is very important for a company with multiple shareholders, especially in 50/50 situations.

Kees van Rossum
Kees van Rossum
April 15, 2023
Letter of Intent, also called a letter of intent, is the first step prior to the final purchase agreement of a business.
Letter of Intent, also called a letter of intent, is the first step prior to the final purchase agreement of a business.
Letter of Intent (LOI): meaning & what does it say?

A Letter of Intent, also called a letter of intent, is the first step prior to the final purchase agreement of a business. What should all be included in this letter of intent?

Wietze Willem Mulder
Wietze Willem Mulder
14 April 2023
As the final piece of the deal, buyer and seller agree on a whole set of warranties and indemnities. But what are they really? And what's the difference?
As the final piece of the deal, buyer and seller agree on a whole set of warranties and indemnities. But what are they really? And what's the difference?
What do the terms "warranties" and "indemnities" mean?

As the capstone to the business acquisition, buyer and seller agree on a whole set of warranties and indemnities. But what are they really? And what is the difference?

Mathijs Arts
Mathijs Arts
14 April 2023
I am going to buy/sell a business, do I need to do any due diligence and why?
I am going to buy/sell a business, do I need to do any due diligence and why?
I'm going to buy/sell, should I do anything with due diligence?

Everyone selling something and everyone buying something must ask themselves what information about the sold he has to share and what information he has to find out: the duty to investigate and the duty to disclose!

Marein Smits
Marein Smits
April 03, 2023
What is actually the difference between a term sheet and a letter of intent?
What is actually the difference between a term sheet and a letter of intent?
Term Sheet or Letter of Intent?

What is actually the difference between a term sheet and a letter of intent?

Ward Welage
Ward Welage
March 27, 2023
When do you opt for an asset/liability transaction and what concerns exist when drafting a purchase agreement?
When do you opt for an asset/liability transaction and what concerns exist when drafting a purchase agreement?
Legal concerns in an asset/liability transaction

When do you opt for an asset/liability transaction and what concerns exist when drafting a purchase agreement?

Lucas Bloemers
Lucas Bloemers
02 March 2023
The topic of retirement deserves more attention in an acquisition. The risks within the pension plan can be a dealbreaker for the buyer.
The topic of retirement deserves more attention in an acquisition. The risks within the pension plan can be a dealbreaker for the buyer.
Pension: a dealbreaker in mergers and acquisitions

The topic of retirement deserves more attention during an acquisition. The risks within the pension plan can be a dealbreaker for the buyer.

Stefan Joosten
Stefan Joosten
January 30, 2023
Using a disclosure letter prevents buyer from making a claim under the warranties immediately after closing.
Using a disclosure letter prevents buyer from making a claim under the warranties immediately after closing.
The 'disclosure letter': what is it and what to look out for

Using a disclosure letter prevents buyer from making a claim under the warranties immediately after closing.

Jan-Willem Reesink
Jan-Willem Reesink
November 15, 2022
Make sure that in the case of business succession to children/employees, the Tax Office cannot claim that the "required return" has not been filed.
Make sure that in the case of business succession to children/employees, the Tax Office cannot claim that the "required return" has not been filed.
Required return and business succession

Make sure that in the event of a business succession to children and employees, the Inland Revenue cannot claim that the 'required return' has not been filed.

Walt Mossou
Walt Mossou
03 October 2022
When drafting transaction documentation, care should be taken to ensure that the agreements are worked out correctly.
When drafting transaction documentation, care should be taken to ensure that the agreements are worked out correctly.
A deal is a deal?

When drafting transaction documentation, make sure the agreements are worked out correctly to leave as little room for discussion as possible.

Evert Leemreis
Evert Leemreis
Sept. 29, 2022
In a business acquisition, the economic and legal transfers often do not occur simultaneously. Learn about the difference between a “locked box” and a “closing accounts” mechanism, and what this means for the purchase price.
In a business acquisition, the economic and legal transfers often do not occur simultaneously. Learn about the difference between a “locked box” and a “closing accounts” mechanism, and what this means for the purchase price.
Closing accounts or locked box: this is what you need to know about it

Two key moments in an acquisition are the date of economic transfer and the closing date. Those two moments can coincide, but often they do not. In both cases, different mechanisms come into play.

Christian van der Heijden
Christian van der Heijden
September 23, 2022
Due diligence does not often lead to the deal falling through, however, adjustments to the sales price or other terms and conditions regularly take place.
Due diligence does not often lead to the deal falling through, however, adjustments to the sales price or other terms and conditions regularly take place.
Why is book review crucial part of deal?

A due diligence investigation does not often lead to the deal falling through, however, adjustments to the sales price or other conditions regularly take place or warranties and indemnities are included to limit risks for the buyer.

Lars van Heeren
Lars van Heeren
September 14, 2022
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