Document background
The Buyout Agreement serves as the primary transaction document in business acquisitions under Dutch law, whether for share purchases, asset purchases, or complete business takeovers. It is used when one party wishes to acquire ownership of another company's business or assets, requiring a detailed framework for the transaction's execution. The document must comply with Dutch legal requirements, including Civil Code provisions, corporate law regulations, and specific sectoral requirements. It typically includes comprehensive warranties, indemnities, and precise completion mechanics, along with provisions addressing employee rights under Dutch labor law. The agreement is particularly important in the Netherlands due to specific local requirements such as works council consultation rights and notarial deed requirements for share transfers. The document structure accommodates both straightforward transactions and complex deals involving multiple parties, financing arrangements, and regulatory approvals.
