Reinoud van Ginkel

La Gro provided legal assistance to Prodeba in the acquisition of the youth care activities of Stichting Maatwerk Autisme (MAG) in Maassluis. As of 1 January 2026, Prodeba will be responsible for the care of young people in Maassluis. This transaction will enable the specialist support for children and young people with autism in the region to continue uninterrupted. Stichting Maatwerk Autisme will continue to operate as a care provider for both young and adult clients. As part of the reorganisation of care in Maassluis, support for adult clients will be transferred to Wmo Maatwerk, part of Ipse de Bruggen. Prodeba and Wmo Maatwerk will continue to work closely together to further strengthen healthcare provision in Maassluis and to make the transition as smooth as possible for clients. A large proportion of the employees involved in youth care in Maassluis will be transferring to Prodeba. This will ensure that knowledge, experience and familiar faces are retained for clients and their families, contributing to continuity and stability in care. The importance of a careful transition and appropriate care for children and young people is central to this transaction. As Prodeba itself puts it: ‘We are proud that this step will enable us to continue to support children, young people and families in Maassluis with care that is tailored to their development and offers them prospects for the future.’ The legal advice, negotiations and recording of the agreements in the contract documentation were carried out on behalf of Prodeba by Pieter van den Oord and Reinoud van Ginkel. Contact If you have any further questions, please contact Pieter van den Oord, Reinoud van Ginkel, or one of our other specialists from the mergers & acquisitions team. They will be happy to assist you.

KS Energy Systems has acquired MORRENsystems and MORRENsolar. With this strategic move, KS Energy Systems adds a renowned specialist in solar carports to its organization. By combining expertise, designs, and production facilities, KS Energy Systems can offer clients in the Netherlands and abroad an even more comprehensive range of solar carport solutions. La Gro provided legal support to KS Energy Systems during this transaction. KS Energy Systems, founded in 2024 and based in Alphen aan den Rijn, specializes in the design, construction, production, and installation of solar carport structures. Through the acquisition, KS Energy Systems strengthens its position as a manufacturer of solar carport constructions and reinforces its market presence in sustainable canopies and solar carports. Strengthening the position within the solar carport market In recent years, MORRENsystems and MORRENsolar have developed into well-established names in the solar carport market. Their expertise, designs, and design rights will be integrated into KS Energy Systems’ product portfolio. Ongoing projects will continue, and customers will remain supported in the manner they are accustomed to. At the same time, the collaboration enables greater scale, increased production capacity, shorter lead times, and further professionalization. The acquisition comes at a time of rapidly growing demand for solar carports. Increasingly, companies and institutions are seeking sustainable alternatives when rooftops are full or unsuitable for solar panels. By joining forces, a stronger platform is created that can serve customers both nationally and internationally with innovative and scalable solar carport solutions. The legal advice, negotiations, and documentation of agreements were carried out on behalf of KS Energy Systems by Pieter van den Oord, Reinoud van Ginkel, and Tahir Bodha. Contact For further questions, please contact Pieter van den Oord, Reinoud van Ginkel, or any of our other specialists from the mergers & acquisitions team. They will be happy to assist you.

Blockchain: more than just hype Blockchain is often associated with cryptocurrencies such as Bitcoin, and that is only partly justified. Blockchain technology has a much broader scope. In the world of M&A, blockchain offers a disruptive force that can transform traditional processes. From streamlining due diligence to tokenising ownership certificates, blockchain offers concrete benefits that not only save time and money, but also increase security and transparency. For M&A professionals, investors and entrepreneurs, blockchain is no longer a futuristic concept, but a strategic tool that can fundamentally change the way transactions are carried out. Because of the potential of blockchain, we also use this innovative application within La Gro. In 2019, La Gro (Benjamin Niemeijer) was nominated for the Gouden Zandloper (Golden Hourglass) award for the issuance of share certificates via blockchain technology. What is blockchain and how does it work? Blockchain is a digital and decentralised ledger, similar to a digital database. Transactions can be recorded on the blockchain in a secure and transparent manner. Each transaction forms a ‘block’ of code. Once a block is full, it is added to a chain of previous blocks. Hence the term ‘blockchain’. This chain of data blocks is shared and validated by a network of users. This ensures that data cannot be manipulated. This makes blockchain reliable and transparent and offers enormous certainty about the accuracy of the data. Application of blockchain in M&A Blockchain has the potential to play an important role in the M&A process, where a lot of time is traditionally spent analysing and verifying data and where certainty about the accuracy of that data is crucial. Tokenisation: the new era of property transfer One of the most disruptive applications of blockchain in M&A is tokenisation. Tokenisation is the digitisation of ownership (proofs) (such as shares, real estate or other assets) in the form of tokens on a blockchain. This process offers a level of security and efficiency that traditional methods (such as notarial deeds and shareholder registers) cannot match. Smart contracts: automation of critical processes Smart contracts are digital agreements that are automatically executed once predefined conditions are met. In the M&A process, smart contracts can be used for escrow arrangements (the automatic release of funds once certain conditions are met) and earn-out agreements (relevant information for calculating earn-outs can be recorded on the blockchain). Suppose an earn-out depends on the turnover of an acquired company. By recording turnover data on the blockchain, all parties involved have access to the same, immutable data, making manipulation impossible. This provides certainty for all parties, largely prevents discussions about the accuracy of the figures and speeds up the settlement of the earn-out. Faster and more reliable due diligence The due diligence process is often one of the most time-consuming parts of an M&A transaction. Blockchain can significantly speed up this process through, among other things, transparency (data is shared via a blockchain-based data room, where all parties have access to the same, immutable information) and reliability (because data on the blockchain cannot be manipulated, buyers and sellers can rely on the accuracy of the information). This means that due diligence is not only faster, but also less prone to errors. For M&A professionals, this means significant savings in time and costs, while improving the quality of the process. Disruptive value of blockchain for M&A The application of blockchain in M&A is also relevant and valuable for the following aspects: Efficiency and cost savings: the old-fashioned process of maintaining shareholder registers and drawing up deeds of transfer is time-consuming, expensive and prone to human error. A shareholder register can get lost, be incomplete or contain incorrect numbers. Blockchain can eliminate the need for intermediaries such as notaries, drastically reducing transaction costs. Reliability, transparency and security: a blockchain-based register is up to date, immutable and, with a good system, always accessible and consultable. This prevents situations in which (shareholder) registers are incomplete or out of date. Flexibility: for companies that regularly want to transfer small amounts of (certified) shares (e.g. in the case of employee participation or interests in a fund), blockchain offers a fast and secure solution. Decentralisation: no more dependence on central parties such as notaries or banks. Immutability: data on the blockchain is permanent and cannot be manipulated. Accessibility: blockchain makes it possible to trade ownership and assets worldwide, without the limitations of traditional systems. A concrete example: using blockchain technology, share certificates can be transferred within seconds at minimal cost. This makes it easier for start-ups and other companies to attract investors, even for small amounts, because transaction costs are negligible and ownership rights are immediately established. Conclusion: blockchain as a strategic tool Blockchain is no longer a hype, but a technology that is ready to transform the world of mergers and acquisitions. From tokenising ownership to automating contracts and accelerating due diligence, the benefits are clear and concrete. For M&A professionals, this means not only a more efficient process, but also a competitive advantage in an increasingly fast-changing market. Studio M&A La Gro Do you have questions about the applications of blockchain in M&A? Or would you like to learn more about how this technology can improve your transactions? Then come to our event Studio M&A La Gro on 19 June 2025 and discover how blockchain can transform your M&A processes. Keep an eye on our website and further posts.

In the dynamic world of startups and innovative companies, venture capital (VC) plays a crucial role in funding growth potential. But what exactly is venture capital, how do Venture Capitalists work and what is their role in the investment ecosystem? In this article, I take a closer look at the definitions, processes and strategies behind venture capital, as well as the role VC plays in the Dutch startup economy. This article is the first in our series about venture capital. Definition of Venture Capital Venture capital is a form of financing that focuses on (innovative) start-ups and small companies with high growth potential. These target companies are in their development phase, are generally not yet profitable and depend on external money for their further growth and development ambitions. VC investors invest in these companies to further support their initial development or rapid growth. It is important to note that venture capital usually focuses on companies that have already achieved some degree of validation. This means they would have a working product, an initial customer base, or have demonstrated clear market potential. Venture capitalists rarely invest in completely untested ideas, which sets them apart from earlier funding sources such as angel investors or the 3Fs (family, friends and fools). How Does Venture Capital Work? Investors and Sources of Capital Venture capitalists are professional investors who put their capital into companies with high growth potential but also inherent risk. These investors obtain their capital from various sources, including external investors called Limited Partners (LPs) and sometimes from their own funds. LPs can be pension funds, university endowments, family offices or high net worth individuals. VC parties also often act jointly and, in the Netherlands, regularly with government-funded parties such as Regional Development Companies (Regionale Ontwikkel Maatschappijen). The consortium of collaborating investors then takes a joint position within a start-up. Phases of Investment The process of venture capital investment involves several stages: Investors use their personal networks, recommendations and online platforms to identify interesting young companies (deal sourcing). In the deal screening phase, startups are assessed based on criteria such as market potential, team expertise and innovation. A thorough due diligence is conducted to assess the feasibility and risks of the investment. This process includes a comprehensive audit of the startup to evaluate finances, operations, legal aspects, market position and more. At the investment committee stage, the final investment decision is made (FID) by a group of experts and partners. After due diligence, the venture capital firm generally prepares a term sheet and other relevant documents and structures the deal. Once the necessary documents are signed, funding is provided through capital contributions to the company (capital deployment). In practice, the actual capital investments often take in several rounds/phases, each with specific goals and conditions. The first formal investment round, also known as the seed round, focuses on product development and market validation. The subsequent series A round focuses on refining the business model and accelerating growth. All rounds (series B and beyond) after that focus on scale-up and expansion. Each round typically entails more capital and higher valuations, but often also contains more stringent requirements on the company’s performance. Conditions and Risks In return for their financial investment, venture capitalists receive partial ownership of the company and, often, a say in its operations. This then usually takes the form of a seat in the board, supervisory board or otherwise. Investors may also make other demands, such as the right to future investments, the right to get their investment back on a priority basis or the possibility to sell the company at a profit after a certain period of time. Venture capital is a risky type of investment because the companies are still in the early stages, have little or no revenue and have not yet proven that they will actually be successful. The exit strategy, or how the investor can sell its shares, may therefore be uncertain or unclear. It is crucial to understand that most venture capital investments are not successful. VC firms expect to earn their returns from a small percentage of their investments – often only 10-20% of their portfolio. These ‘winners’ must generate sufficient returns to offset losses on the other investments to still generate an attractive total return. This showcases the high risk-return ratio in the venture capital sector. Exit Strategies The main goal of investors is to earn a return on the money invested. This is usually done by selling the shares after a certain period, on average between 3-7 years, through an initial public offering, merger or acquisition by another company or investor. Although initial public offerings and acquisitions are the most common exit strategies, they depend heavily on market conditions and the performance of the startup. Not every company will achieve such a successful exit though. Venture capitalists consider different scenarios and then adjust their strategies as the company evolves. In some cases, a secondary sale of shares or a recapitalisation can provide an alternative to the usual exit routes. Role in the Startup Economy Venture capital is an essential source of funding for start-ups and innovative companies, especially when traditional bank loans are too difficult to obtain. It helps in the rapid growth and development of these companies and can lead to exponential growth across the startup ecosystem. Networking and relationships play a crucial role in deal flow. VCs often invest in startups with founders they know or through recommendations from trusted sources. A strong network can significantly improve access to high-quality investment opportunities. Networks not only play a crucial role in deal flow, but also influence the quality of due diligence and strategic decisions. Strong networks enable VCs to gather in-depth, reliable information on potential investments. They also facilitate access to industry experts, potential customers and partners, which significantly increases the value a VC can add to a startup. Moreover, good networks can help find suitable executives or board members for portfolio companies. VC firms based in thriving entrepreneurial regions, such as Silicon Valley, New York, Berlin, Stockholm or Tel Aviv and closer to home ‘Brainport Eindhoven’, BioScience Park in Leiden, the Amsterdam region or metropolitan region of The Hague-Rotterdam, generally have better access to deal flow than firms in less active areas. Said regions offer a rich ecosystem of startups, talent and resources. VC firms that specialise in specific sectors or industries are more likely to get a better deal flow as they have deeper understanding of the market and are better able to identify promising startups. Specialisation can also help make due diligence more efficient and make better investment decisions . The main sectors currently attracting VC investment are information technology, healthcare/biotechnology, fintech and consumer products and services. Conclusion To summarise, venture capital is a complex but essential part of the startup economy. By understanding the phases of deal flow, the key players in the VC ecosystem, and the factors that influence deal flow, both entrepreneurs and investors can develop strategies to be more successful. Mitigating challenges such as a limited deal flow, investor competition, time constraints and risk management is crucial to achieving success in the world of venture capital. By using technology, building strong networks, and implementing efficient processes, VC firms and entrepreneurs can effectively navigate the dynamics of deal flow and increase their chances of success. With the right strategies and mitigation measures, both entrepreneurs and investors can benefit from the potentially high returns that venture capital has to offer. Contact Do you have questions about bad leaver or good leaver clauses or want to exchange views? If so, please contact Mathijs Arts, Reinoud van Ginkel or one of our other Mergers and Acquisition (M&A) specialists.  

A legal exploration of the scope and permissibility of the ‘bad leaver’ provision in The Netherlands. In the complex landscape of partnership and shareholder agreements, terms such as ‘good leaver’ and ‘bad leaver’ are crucial in determining the rights and obligations of departing shareholders. Leaver provisions are agreed to ensure that a departing shareholder is not left as a (passive) shareholder when the involvement in the company changes. A “good leaver” generally leaves without any problems, while a “bad leaver” often results from a situation of conflict or unwanted departure. These distinctive terms have significant implications, especially with regard to share transfers and their financial consequences. Because of the impact of the consequences, it is important to have a clear picture of the legal aspects when entering into such a clause. In this contribution, we will highlight the role of reasonableness and fairness in the interpretation and application of “bad leaver” clauses in The Netherlands. In doing so, we will also provide recommendations for drafting clear and objective bad leaver clauses, as this will prevent costly and complicated litigation later on. Good leaver vs. bad leaver A leaver provision regulates the obligation of a shareholder to offer the shares he holds in the company under certain circumstances. A ‘good leaver’ is generally a shareholder who leaves the company without pre-qualified reasons of ‘bad’ or ‘early’ leaver. For example, after expiry of a certain term, by mutual consent, or after retirement or death or long-term illness. In such cases, depending on the terms of the agreement, the leaver may be obliged to offer the shares at “fair market value” or a predetermined approximation of the fair price. However, things get more complicated when the shareholder is classified as a “bad leaver”. Depending on the agreement, the shareholder may in that case be obligated to transfer the shares at a contractually determined purchase price that will generally be lower than the ‘fair market value’. The agreement may even provide that the departing shareholder will not receive more than the nominal value for its shares. The financial consequences of qualifying as a bad leaver and the settlement included therein can therefore be significantly detrimental to the departing shareholder. For example, the bad leaver may have to offer its shares of considerable value for as little as one euro or a greatly reduced price. A ‘bad leaver’ provision is therefore often a point of contention for the parties. In case law, this more than once leads to the question whether this forced transfer and its adverse consequences are in line with the standards of reasonableness and fairness. There is also debate in the literature as to whether the bad leaver provision should be reduced on the basis of Section 6:91 of the Dutch Civil Code (‘DCC’) in conjunction with Section 6:94 DCC because it should be regarded as a disguised penalty clause. Interpretation of the bad leaver provision Before being able to test the reasonableness and fairness and the qualification of penalty clause, we must first determine how the ‘bad leaver’ provision should be interpreted. As with any other contractual agreement, freedom of contract applies in principle. The Court of Appeal of The Hague, in a judgment dated 28 March 2023[1], emphasised that the provision cannot be interpreted (purely) linguistically alone; in this case, the Haviltex standard applies, looking, among other things, at the intention of the parties. However, it becomes difficult to interpret the ‘bad leaver’ provision differently the more objectively it is formulated. This could include a ‘bad leaver’ provision that refers to the urgent reason for dismissal described in Section 7:678 DCC. In this case, when assessing whether there is a ‘bad leaver’, the text and the law will be followed more quickly. 7:678 DCC. In this case, the assessment of whether there is a ‘bad leaver’ will more readily follow the text and the law. Section 7:678 DCC makes the provision more concrete but at the same time creates a high threshold for assuming a ‘bad leaver’ situation. A clear and objective provision therefore plays an important role in the interpretation of the ‘bad leaver’ clause. However, it will not provide any guarantees because the Haviltex standard will still apply. Reasonableness and fairness or a penalty after all? Next, we return to the question of how far one can go with the bad leaver clause in terms of adverse financial consequences for the leaver before it is deemed contrary to reasonableness and fairness. After all, it does not seem reasonable to have to offer shares worth, say, more than €1 million at the nominal value of €1. In a dispute before the District Court of The Hague on 20 June 2018[2] (which was upheld on appeal), the question was whether the former director of the company was bound by the ‘bad leaver’ provision and therefore had to transfer his shares at their nominal value. The management agreement had been terminated by the company for urgent reasons and the court considered this a justified dismissal under Section 7:678 DCC. According to the management agreement, the former director had to transfer his shares at nominal value in case of dismissal due to an urgent reason. The (former) director tried in vain to get out of the provision by invoking reasonableness and fairness. However, the court did not go along with his reasoning. The court considered that this clause had already been agreed upon in the letter of intent. Moreover, the party was assisted in this by specialists, including lawyers and accountants. According to the court, the director therefore had to be aware of the scope and (financial) consequences of the clause. To the extent that this was not the case, this should still be for the director’s account and risk. Finally, the court emphasises that the threshold for assuming urgent reasons is high and can only be accepted in case of seriously culpable behaviour of the director. As a result, the court concludes that the former director is bound by the provision and an appeal to reasonableness and fairness does not succeed. Thus, the mandatory offer of shares at par value does not automatically violate reasonableness and fairness. Regarding the qualification of the bad leaver provision as a penalty clause as referred to in Section 6:91 DCC, the court in this ruling ruled that the offer obligation in this case could not be qualified as such. After all, the obligation arose from the occurrence of a certain event and not a breach of the obligation, namely the termination of the management agreement. In addition, the court ruled that a penalty clause must focus on compensation for damages or to induce performance. This, as in this dispute, will not easily be the case. Thirdly, here too, the intention of the parties was important and a different penalty provision had been agreed elsewhere in the contract from which the court inferred that the bad leaver provision would then not be intended as a penalty. A mitigation of the bad leaver provision under Section 6:94 DCC was therefore not valid. According to the court, the former director was therefore justified in offering his shares at nominal value. The ultimate difference between the nominal value and the market value in this case amounted to almost €5,000,000. The importance of a well-formulated bad/good-leaver provision is thus evident. Conclusion and recommendations The above shows that the forced transfer of shares at par value as a result of a bad leaver provision is in principle possible and permissible. Under which circumstances this is possible will depend on the specific circumstances of the case. It is advisable for both the company and the (future) shareholders to draw up a delineated and objective bad leaver provision and to clearly write down its consequences in order to avoid ambiguities in the future. Here, attention should be paid to the definition of ‘bad leaver’ and when it applies. Consequences such as price, damages or competition provisions should be explicitly specified. However, the interpretation and application of the provision always remain subject to the Haviltex standard and therefore it is very important to seek timely legal advice. Contact If you have questions about the good leaver or bad leaver clauses, or if you would like to discuss further, please contact Reinoud van Ginkel, or one of our other Mergers and Acquisitions (M&A) specialists.  [1] ECLI:NL:GHDHA:2023:961 [2] ECLI:NL:RBDHA:2018:7368

Today, innovation is the norm. Business models are constantly evolving, and financial instruments play a crucial role in shaping the business future. This article looks at three emerging models that impact the business and financial landscapes: the widely used convertible loan, the Simple Agreement for Future Equity (SAFE), and the Agreement for Subscription against Advance Payment (ASAP). In this contribution, we delve deeper into these models, examine their impact on companies and investors, and shed light on the legal considerations inherent in these financial approaches. Converible loan A convertible loan is a financing instrument widely known and extensively used by especially young companies to attract capital. It combines features of both debt and equity, making it attractive to both investors and entrepreneurs. In practice, a convertible loan is a loan that can be converted into shares of the issuing company at a later date. In exchange for providing capital, the investor receives interest payments during the loan period. At a predetermined moment, often under specific conditions in the agreement, the investor and/or the company itself have the option to convert the loan into shares of the company. When entering into a convertible loan, investors should carefully study the conversion terms. This includes determining the conversion moment, the conversion price, and any adjustments that may occur in certain events, such as a new financing round or even bankruptcy. The ranking relative to other creditors/shareholders is crucial in case of bankruptcy or liquidation of the company. Finally, investors must be aware of their rights during the loan period, such as protection clauses or input in significant decisions. Clear communication is crucial when drafting the convertible loan. Transparency can prevent future disputes, and it is advisable to document all agreements in advance in a legally binding document. The issuing company should therefore specify how the provided capital will be used and be accountable to the investor. In addition to agreements on the loan and its conversion, parties should also consider the situation after conversion and the agreements regarding the mutual legal relationship as shareholders. Simple Agreement for Future Equity (SAFE) A Simple Agreement for Future Equity is a financing agreement between an investor and a company, often a startup (commonly early seed), wherein it is agreed that the investor has the right to a certain number of shares in the company on a future date, typically during a future financing round. Unlike convertible loans, a SAFE does not include interest payments or a fixed term. SAFEs are known for their simple structure, speeding up the negotiation process significantly and reducing costs. This makes it an attractive option for investors and entrepreneurs who want to act quickly in the dynamic startup world. Another advantage is that the classic risks of debt are much less present in SAFE agreements since they do not involve interest payments or repayment obligations. However, parties can decide otherwise and structure the SAFE as equity instead of debt. In the Netherlands, the ASAP is increasingly used for equity qualification. This allows startups to grow and invest more easily, and it gives SAFE investors a greater chance to benefit from the valuation growth of a startup. In a SAFE, the investor does not commit to a specific valuation at the time of the investment but rather chooses a valuation method. This also simplifies negotiations. Due to the straightforward nature of SAFE agreements, startups can raise capital more quickly compared to more traditional forms of financing. Administrative burdens are consequently much lower. The company does not need to have a (concrete) valuation, reducing legal costs and complexity. Unlike convertible loans, SAFE agreements do not carry interest expenses, allowing startups to focus on growth instead of generating immediate cash flow. Despite all these advantages of SAFE agreements, it is crucial that the terms regarding conversion, valuation mechanisms, and investor rights are clearly defined. Despite their name, SAFE agreements still bring some legal complexities and risks. It remains essential that both parties are well-informed and seek legal advice to ensure a solid agreement. Understanding the characteristics and legal implications of SAFE agreements is one of the keys to a successful and mutually beneficial financing round. Agreement of Subscription against Advance Payment (ASAP) Lastly, there is the Agreement of Subscription against Advance Payment, or the ASAP agreement. The ASAP is a variant of the SAFE and grants an investor the right to acquire shares in the company’s capital against immediate payment of the issuance price. The paid amount is, unlike the SAFE, booked as equity under reserves instead of as debt. ASAP shares can be issued in various scenarios, such as the closure of a financing round, transfer of more than 50% of the shares, or the occurrence of an event like a bankruptcy application. The remaining amount of the investment after the issuance of ASAP shares is booked as additional paid-in capital. The procedure for issuing ASAP shares includes prior notification to the investor, providing details about the number of shares to be issued, the issuance date, and, in financing rounds or termination, information about new investors and agreed-upon prices. Since the issuance of shares requires cooperation from the startup, the interests of the ASAP investor are protected through an irrevocable power of attorney to issue the ASAP shares before or at the latest by the closing of the new financing round. Additionally, a discount may be applied to the calculated issuance price as an additional safety measure. When the company then makes a profit and the general meeting decides on a profit distribution, the investor has a dividend right. This generally does not apply to interim dividends, allowing the ASAP investment to continue as equity instead of debt. Conclusion This contribution on convertible loans, Simple Agreements for Future Equity (SAFE), and Agreement of Subscription against Advance Payment (ASAP) makes it clear that the business world is in a time of remarkable transformation. These agreements have not only changed the way capital is acquired and managed but have also revised the dynamics between investors and entrepreneurs. Convertible loans, with their unique blend of debt and equity, offer startups a flexible financing route, while SAFE agreements bring speed and simplicity to the venture capital world. On the other hand, the ASAP model illustrates that investments can also be made gradually over a longer period. Within these innovative approaches, a common thread is found: the importance of clear legal frameworks. Whether establishing convertible loan terms, defining SAFE clauses, or formulating transparent subscriptions, legal precision is essential to ensure success and minimize disputes. Understanding these dynamics and embracing legally sound strategies will remain crucial for companies aiming for growth and sustainability in a constantly evolving world. This contribution was written by Reinoud van Ginkel in collaboration with Mathijs Arts. If you have questions about the convertible loan, SAFE, or ASAP, or if you would like to discuss further, please contact Mathijs Arts, Reinoud van Ginkel, or one of our other Mergers and Acquisitions (M&A) specialists.