Practical Law contribution: share purchases overview (Netherlands)

Scope of this note

There are two principal methods of acquiring a business in the Netherlands:

• Asset purchase. This involves the buyer acquiring certain assets and rights, and sometimes assuming responsibility for certain liabilities, which together comprise all or part of the target business.

• Share purchase. This involves the buyer acquiring the shares of the target company which carries on the target business.

For a comparison of the two methods, see Practice note: overview, Acquisition structures: comparing share purchases and asset purchases (The Netherlands). This note provides an overview of the typical transaction process which will be relevant when acquiring or selling a Dutch business via a share purchase.

It focuses on transactions involving a bilateral sale where the buyer and the seller negotiate and enter into a share purchase agreement (SPA) to record and implement the transaction.

The transaction process will differ in some key respects where, instead of a bilateral sale, the seller runs a competitive sale process whereby several prospective buyers are invited to submit bids for the target company, in a competitive tender process. Where relevant, divergences between these two processes are highlighted in this note.

In this note, unless otherwise stated, a reference to the DCC means the Dutch Civil Code (Burgerlijk Wetboek).