{"id":8044362,"date":"2026-09-07T10:00:00","date_gmt":"2026-09-07T08:00:00","guid":{"rendered":"https:\/\/penrose.law\/?p=8044362"},"modified":"2026-09-02T16:11:09","modified_gmt":"2026-09-02T14:11:09","slug":"8-common-mistakes-in-mergers-and-acquisitions-in-the-netherlands","status":"publish","type":"post","link":"https:\/\/penrose.law\/en\/8-common-mistakes-in-mergers-and-acquisitions-in-the-netherlands\/","title":{"rendered":"8 Common Mistakes in Mergers and Acquisitions in the Netherlands"},"content":{"rendered":"

In this blog, Dutch M&A lawyer Lukas Witsenburg<\/a> of Penrose shares eight of the biggest mistakes he sees in mergers and acquisitions, illustrated with real examples from his own practice. Mergers and acquisitions are often complex, high-stakes processes: the success or failure of a deal can have a lasting impact on a company’s future. Lukas advises both Dutch and international parties \u2014 buyers, sellers and investors \u2014 on M&A transactions involving companies in the Netherlands. This blog is part of Penrose’s Dutch corporate law<\/a> knowledge section, where you’ll find extensive information on mergers and acquisitions under Dutch law.<\/p>\n

Mistake 1: insufficient due diligence<\/h3>\n

One of the most common \u2014 and most serious \u2014 mistakes made in a business acquisition is that a buyer fails to properly orient itself and neglects to carry out thorough due diligence<\/a> on the company it wants to acquire. If the buyer has not conducted sufficient research into the company prior to the acquisition, this can have serious financial, operational or legal consequences.<\/p>\n

Most legal disputes that arise after an acquisition, between a buyer and a seller, concern issues that could have come to light during due diligence \u2014 and that could then have been addressed in the purchase agreement.<\/p>\n

Example from my own practice<\/strong><\/p>\n

As a Dutch M&A lawyer, I once advised a buyer who wanted to carry out due diligence on the target company, but the target company simply didn’t have the capacity to set up a proper data room. Driven by ambition and time pressure, the buyer accepted this anyway and pushed the acquisition through too quickly. It later turned out the company had far more debt than the investigation had revealed. Had he known that beforehand, he would never have gone through with the deal.<\/p>\n

This example is representative of a situation that comes up far more often than you’d think. Below are seven more common mistakes \u2014 almost all of which are, at the same time, examples of problems that could have been prevented with adequate due diligence.<\/p>\n

Mistake 2: overestimating synergies in an acquisition<\/h3>\n

Another common mistake in business acquisitions is the buyer overestimating expected synergies. The anticipated synergies between the buyer’s existing business and the target company, such as cost savings or revenue growth, are often among the key benefits sought in an acquisition. These synergies also largely determine the purchase price and the future outlook of the business after the sale. If these synergies fail to materialise, that’s a serious problem for everyone involved.<\/p>\n

Example from my own practice<\/strong><\/p>\n

As a Dutch corporate lawyer, I once advised an IT entrepreneur who specialised in providing software developers on a near-sourcing basis. This entrepreneur acquired the shares in an IT company that focused on developing custom software. Both businesses were based in different countries and each had its own client base, with no overlap whatsoever. A year after the acquisition, it turned out that the expected synergies still could not be realised: cross-selling never got off the ground, and the anticipated cost savings failed to materialise. Yet those benefits had partly been factored into the purchase price paid. In the end, the acquisition was divested again at a loss.<\/p>\n

Mistake 3: underestimating the financial impact of the acquisition<\/h3>\n

Underestimating the financial impact of a business acquisition can lead to serious liquidity problems. This highlights the importance of thorough financial analysis and due diligence in acquisitions, since these can identify potential financial risks and liquidity issues in advance. If these risks are identified early, they can be addressed in the deal structure \u2014 or may even be reason to walk away from the transaction altogether, for example if the financial risks turn out to be uncontrollably large.<\/p>\n

Example from my own practice<\/strong><\/p>\n

As a Dutch M&A lawyer, I once advised a seller who had built up a strong and steady business. When a buyer came forward, lengthy negotiations followed, but my client refused to make concessions on the price, and the buyer eventually walked away. A few months later, the buyer got back in touch: he had found a way to secure the internal funds to go through with the deal after all, at the asking price. Shortly after the acquisition, the acquired company went bankrupt: having paid such a high purchase price \u2014 partly financed with funds drawn from the company itself \u2014 the buyer no longer had the financial room to absorb fluctuations in working capital or to meet its interest obligations to the bank.<\/p>\n

Mistake 4: poor product integration planning after the acquisition<\/h3>\n

Integrating the buyer’s products with those of the acquired company is a critical process that is often underestimated. Poor integration planning can lead to cultural conflict, operational problems and value destruction \u2014 with the result that anticipated synergies are never realised.<\/p>\n

Example from my own practice<\/strong><\/p>\n

As a Dutch M&A lawyer, I once advised a reseller of software licences in the telecom sector. The business was sold to a large telecom provider that had not itself been able to sell licences to its customers in a similar way. Through the acquisition, the telecom provider hoped to bring the capacity and expertise in-house to sell more licences to existing and new customers. However, the telecom provider had earn-out arrangements with my client, while at the same time running bonus schemes for its own staff. This created so much internal competition for the same client group that the acquisition ultimately failed because of poor integration. Within three years of the acquisition, the entire business unit was shut down.<\/p>\n

Mistake 5: neglecting cultural differences between the companies<\/h3>\n

Under mistake 4, I already described what can go wrong when there is insufficient attention to product integration. The same applies to integrating corporate cultures. Cultural differences between merging companies are a critical aspect that is often neglected in acquisitions. Such differences can lead to conflict and reduced productivity, causing anticipated synergies to fail to materialise.<\/p>\n

Example from my own practice<\/strong><\/p>\n

As a Dutch M&A lawyer, I once advised a large consultancy firm with a clear growth strategy: acquiring smaller consultancy firms. This buyer had already innovated its own way of working considerably, making extensive use of automated processes and AI. The businesses it acquired, however, were often smaller firms with outdated working methods, run by somewhat older founders. To retain client relationships after the acquisition, these founders were tied in with an earn-out requiring them to stay on for another three years. They proved unable to make the switch to an innovative, automated way of working, and as a result many of these acquisitions turned out, in hindsight, not to be a success.<\/p>\n

Mistake 6: poor communication during the acquisition process<\/h3>\n

A lack of open and honest communication with employees during the acquisition process can lead to uncertainty and resistance. This can result, for example, in the works council becoming actively involved in the acquisition, or demanding additional safeguards.<\/p>\n

Example from my own practice<\/strong><\/p>\n

As a Dutch M&A lawyer, I once advised a seller who came into conflict with his own management during the acquisition process, which nearly caused the deal to collapse. The seller knew that the buyer wanted to retain management for at least a year after the acquisition. He also knew, however, that management had no interest in working with the buyer. The seller put off resolving this issue for far too long, and only addressed it a few days before completion. By then there was very little time left to fix it. It ultimately resulted in a substantial bonus arrangement for management that turned out quite unfavourably for the seller.<\/p>\n

Mistake 7: insufficient legal support in the acquisition<\/h3>\n

It’s important that the arrangements made in a merger or acquisition are properly documented, and that buyer and seller are each assisted by an M&A lawyer with real experience of the subject matter and the acquisition process. If an M&A lawyer lacks a feel for the process, or the communication and commercial skills to properly weigh risks against opportunities, that alone can sink a deal. If the M&A lawyer lacks sufficient substantive knowledge, it can lead to costly mistakes in the acquisition agreements.<\/p>\n

Example from my own practice<\/strong><\/p>\n

As a Dutch M&A lawyer, I once advised a client who wanted to sell 100% of the shares in an IT company \u2014 a SaaS product. The buyer’s lawyer drafted the draft purchase agreement, but had apparently reused a template that had previously been used for the purchase of a transport company. As a result, the acquisition agreement paid no attention whatsoever to subjects like intellectual property, data security and privacy. Instead, it devoted a great deal of attention to the working conditions of truck drivers and the technical condition of company vehicles \u2014 two aspects that were entirely irrelevant to this particular business. My client, as the seller, had no reason to amend those clauses, but the buyer will no doubt have had second thoughts about this purchase agreement afterwards.<\/p>\n

Mistake 8: not listening to external advisors<\/h3>\n

It can be tempting, in a merger or acquisition, to rely on in-house expertise: it keeps transaction costs down and can help avoid delay. But people often see what they want to see, which is why it’s wise to also build in some healthy pushback. Consult external advisors \u2014 accountants, lawyers and strategic consultants \u2014 for an objective perspective and to identify potential pitfalls in good time. This works best when external advisors are not paid solely on a success-fee basis. Otherwise, they acquire their own interest in seeing the deal go through, which undermines the independence of their advice.<\/p>\n

Example from my own practice<\/strong><\/p>\n

As a Dutch M&A lawyer, I once advised a buyer who wanted to acquire an IT company that fit well within the fund he had, by that point, already raised a fair amount of capital for. As is often the case, there was time pressure, and the target company said it was too busy to set up a proper data room for due diligence \u2014 although that was, at least, the excuse given. As a result, the seller was unable to give a clear picture of the company’s financial and tax position. That’s when, for me, all the alarm bells went off: in a situation like that, you should at the very least negotiate solid indemnities and guarantees, or otherwise walk away from the deal as a buyer. My advice, however, was brushed aside: my client preferred to trust his own gut feeling and the advice of the commercial M&A advisers, who were being paid on a success-fee basis. Less than two months after the acquisition, that trust proved unfounded: the target turned out to have far more debt than the buyer had been aware of. To save it, the buyer had to inject a substantial amount of additional capital so the company could keep meeting its obligations.<\/p>\n

In conclusion<\/h3>\n

Mergers and acquisitions are complex transactions that call for careful planning, thorough research and expert guidance. The mistakes discussed in this blog are only a handful of the many pitfalls that can be avoided with the right approach and the right advisors.<\/p>\n

By learning from examples of failed \u2014 and, fortunately, also successful \u2014 acquisitions, businesses can improve their chances of a successful acquisition and integration. Acquisitions are a long-term effort, and rushed decisions often lead to disappointment. By taking the right steps in a controlled and careful way, and avoiding the mistakes described above, the road lies open to successful and profitable acquisitions.<\/p>\n

As a Dutch M&A lawyer, Lukas Witsenburg advises companies on a daily basis \u2014 both companies being acquired and companies pursuing growth through a merger or acquisition. Every sector has its own particular challenges. In this blog, Lukas Witsenburg, writing from his perspective as a Dutch corporate lawyer, described a number of mistakes he regularly encounters in practice.<\/p>\n

Are you considering a merger or acquisition involving a Dutch company, or working with a Dutch counterparty, and want to avoid these pitfalls? Feel free to get in touch<\/a> with Lukas Witsenburg, Dutch corporate lawyer and M&A lawyer at Penrose \u2014 wherever in the world you are based.<\/p>\n

Frequently asked questions about mistakes in mergers and acquisitions<\/h3>\n

What are the most common mistakes in a merger or acquisition?<\/strong><\/p>\n

The most common mistakes are: insufficient due diligence, overestimating synergies, underestimating the financial consequences, poor product integration, neglecting cultural differences, poor communication, insufficient legal support, and not listening to external advisors. This blog illustrates each mistake with a real example from practice.<\/p>\n

How can I avoid mistakes when acquiring a company in the Netherlands?<\/strong><\/p>\n

The best way to avoid mistakes is to start early with thorough due diligence and to bring in experienced advisors, including a Dutch M&A lawyer, from the outset. That way, financial, operational and legal risks become visible early in the process, while there’s still time to address them in the deal structure or the purchase agreement.<\/p>\n

When should I engage a Dutch M&A lawyer for a merger or acquisition?<\/strong><\/p>\n

Ideally, you engage a Dutch M&A lawyer before the first discussions with a buyer or seller take place. The earlier a Dutch M&A lawyer is involved, the better risks can be identified and addressed in the letter of intent and the purchase agreement.<\/p>\n

Do I need a Dutch M&A lawyer if I’m buying or selling a company in the Netherlands from abroad?<\/strong><\/p>\n

Yes \u2014 in cross-border deals it’s especially important to have your own Dutch M&A lawyer. Dutch acquisition agreements, warranties and indemnities work differently from what you may be used to elsewhere, and a lawyer who negotiates M&A transactions in the Netherlands on a daily basis can help make sure your interests are properly protected.<\/p>\n

Other publications by Lukas Witsenburg in this series<\/h3>\n

7 tips for a successful sale of your company in the Netherlands<\/a><\/p>\n

Dutch M&A: merger or company takeover in 5 steps<\/a><\/p>\n

Dutch law Non-Disclosure Agreement<\/a><\/p>\n

Dutch Law Letter of Intent in M&A Explained<\/a><\/p>\n","protected":false},"excerpt":{"rendered":"

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