The M&A landscape in the Netherlands is rapidly changing. The article examines a range of the most important decisions potential buyers will face including whether to acquire the shares or the assets of a target company and how to finance such an acquisition.

Private M&A transactions are not governed by law. However, parties are able to decide on their own legal structure (the NV or the BV) in the purchase contract. However, the Dutch Civil Code (DCC) offers a set of standard terms for the purchase of assets, shares, or business and outlines the formalities that are required to be fulfilled when there is a public transaction involved.

A public M&A transaction may require approval from the Authority for Consumers and Markets or the European Commission. Certain types of transactions may also be subject tech’s pivotal role in startup ecosystem development to the Work Councils Act and competition regulations.

Shares and the business of the company that is being targeted can be acquired by a variety of ways, including offering new shares as a reward for the transaction. In the Netherlands, a share merger like this is exempted from capital contribution tax. However, dividend withholding tax (WHT) is normally due on the dividends distributed by the acquiring company.

The Netherlands allows for the depreciation of goodwill for accounting purposes when a business or asset is purchased. This can be done over ten years, unless it is included as a group relief for CIT (clawbacks may apply). Transfer pricing rules are applicable to service organizations, including branch offices in other countries. International rulings can provide certainty about the tax implications of related-party transactions.

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