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Letter of intent bij bedrijfsovername bepaalt regie, koopprijs en onderhandelingspositie van verkoper en koper.

Letter of Intent (LOI) in Corporate Acquisitions: Where the Deal is Won or Loston

The Letter of Intent (LOI) is not a mere formality, but a legal document that must be taken extremely seriously. In current deal practice, the LOI records the material terms of the (sale and purchase) transaction, and it is this document that determines who has control in the further acquisition process. Those who underestimate this lose substantial negotiating position before the next phases of the (sale and purchase) process even begin.

A key point of focus in the LOI is the purchase price. The seller often considers himself well off based on the purchase price stated in the LOI, but the purchase price in the LOI is almost never the amount received by the seller at the notarial transfer of shares. This often leads to disappointment for sellers who have not been properly advised during the LOI negotiations.

This blog is the first part of a four-part series on corporate acquisitions/(sale and purchase) transactions. In this series, we discuss the dealmakers and dealbreakers at various stages of the acquisition process that make the difference between a successful and unsuccessful deal.

In this first part, the Letter of Intent (LOI) takes centre stage. It is precisely in this phase that it is decided how much control the seller retains over the price, risks, and subsequent negotiations. In the following parts of this blog series, we will address other crucial components of the acquisition process.

Data Act 2025: Whose data will it be in the future?

Smart machines, vehicles, and devices generate valuable data. That data is worth gold. But after 12 September 2025—the day the European Data Act enters into force—the question is: who will then own this data?

This new law fundamentally changes the playing field for data ownership and access. Do you use smart products? Or do you supply them to clients? Then your legal position is about to shift. And possibly your entire business model. Time to take action.

commerciële bedrijven

Escrow agreement in the context of an acquisition: certainty that truly enables directors to manage risks

In an acquisition, you want clarity in advance: which risks you deliberately assume, which you do not, and how you ensure that agreements are fulfilled without dispute. An escrow agreement provides exactly that. It creates a controlled financial buffer through which warranty claims can be settled without additional negotiations, delays, or legal escalation. For directors, this means direct risk management and reduced exposure afterward.

Compliance 2026,

New EU rules change product liability: the risks for your company

The European legislator is ushering product liability rules into the digital age. With the new Di-rective (EU) 2024/2853, which replaces the old product liability directive, software, AI, and da-ta-driven products now also fall under the liability regime. This means that product liability is no longer limited to physical goods, with direct consequences for manufacturers, developers, and companies deploying smart technology.

vakantiedagen werkgever

Employers take note: outstanding vacation days can become significantly costly during 2026

Outstanding vacation days are often perceived as merely an administrative matter. In reality, you are accruing a legal obligation that can quickly become significant. For employers, December is therefore the prime moment to finalize this dossier. Not because it is required, but because otherwise, you may carry avoidable risks into the next year.

The essence is clear: vacation days only expire if you, as the employer, can demonstrably fulfil your duty of care and your obligation to inform. If this is not the case, vacation days do not lapse or become time-barred. In practice, we see this go wrong more often than necessary. I previously addressed this in the last HR alert, but now we will delve deeper. This is something you, as the employer, must have thoroughly arranged, especially with the new year in sight.

Local counsel Netherlands supporting international law firms

We drew the line, and the judge confirmed it!

Progress demands courage, as well as trust. Our client had developed a unique digital service over several years of dedicated work. Through passion and precision, not only a compelling concept emerged, but also an exceptionally intelligent app. When the time came for technological renewal, the entrepreneur turned to a prominent IT company. In good faith, technical blueprints, business plans, and crucial know-how were shared. After all, major innovation arises through collaboration.

Business adviser discussing hidden risks in a company acquisition

Hidden risks of a business acquisition and how to prevent them

Buying or selling a company is a strategic decision. It is often exciting, sometimes emotional. Yet this is precisely the moment when professionalism and preparation are decisive. An acquisition is not merely signing a contract, but a process full of choices, risks, and obligations. Blue Legal ensures that you remain in control when making these choices. 

Reorganisation process guidance for organisations

Reorganizing with certainty: how to do it properly

A reorganisation requires strategic decisions. It is a moment in which you set the course for the future of your enterprise. Precisely at such times, it is crucial that every step complies with the law and that you structure the process tightly and efficiently. We know this playing field inside and out. From drawing up a solid plan of action to submitting a dismissal application with the UWV and guiding employees: we ensure that everything is correct. Fast, thorough, and with an eye for risks.

Compliance officer strategy for organisations

The compliance officer: indispensable for the organisation!

Legislation and regulations are changing at a rapid pace. Staying up to date is no longer a choice; it is a prerequisite for doing business. Where compliance was previously largely voluntary, it is now a strict requirement. European frameworks such as the GDPR, NIS2, DORA, and the CSRD, as well as national rules like the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft), are making the playing field both stricter and more complex.

Helder in aanpak. Snel in actie. Sterk in resultaat.

De beste word je niet zomaar. Dat lukt alleen als je kiest voor echte specialisatie, en als je plezier hebt in wat je doet. Blue Legal bestaat uit specialisten die hun vak verstaan én ervan houden. Advocaten en juristen met oog voor de mens achter de zaak. Dat maakt het verschil.

De wereld verandert snel. Jouw markt ook. Wie voorop wil lopen, heeft focus en lef nodig. Daar ondersteunen wij je bij. Onze kracht ligt niet alleen in wat we weten, maar vooral in wat we met onze kennis en ervaring voor jou realiseren.

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