Mediation in buy-out & exit

Mediation in buy-out & exit

Structured guidance in shareholder exit situations and valuation disputes for a correct and conflict-free settlement.

The buy-out or exit of a shareholder is one of the most complex transactions within a Dutch BV. Beyond legal questions about procedure and the shareholder agreement, the valuation of shares plays a central role and it is precisely over that valuation that disagreement tends to be greatest.

Mediation in buy-out and exit situations provides a controlled environment to reach agreement on price, payment structure and additional arrangements such as non-competition and client clauses. This avoids a costly and uncertain court buy-out procedure.

Key legal issues in a buy-out or exit

Share valuation (goodwill, earn-out, EBITDA method)
Payment structure: lump sum, instalment or earn-out
Non-competition and client restriction clauses after departure
Liability for obligations incurred before exit
Warranties and indemnities in the share transfer agreement
Tax aspects of the share transfer

Advantages of mediation in a buy-out

Faster than litigation

Court buy-out proceedings take years. Mediation typically produces a result within weeks.

You set the price

Parties determine the valuation together rather than leaving it to a judge or court-appointed expert.

Tailored arrangements

Full freedom in structuring payment, warranties and additional clauses.

Confidentiality

No public proceedings the value of the business and relationships remain protected.

Richard Walraven
Our Approach

Richard Walraven

Mediator for Entrepreneurs · Amsterdam

"In buy-out and exit situations I combine knowledge of valuation methodologies with legal expertise in M&A law and shareholder agreements. I guide the mediation process from intake to signing the settlement agreement."

Legal position analysis

Assessment of shareholder agreement, articles and parties' rights.

Valuation guidance

Support during the valuation process and negotiation.

Mediation process management

Structured guidance aimed at a concrete and workable outcome.

Settlement agreement

Full legal documentation of all arrangements.

View our track record

Frequently asked questions about buy-out & exit mediation

Buy-out or exit? Get it right.

A poorly handled buy-out leads to years of disputes. Get expert guidance.

+31 20 209 00 15

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