Public M&A and Shareholder Activism

The Dutch capital markets are undergoing significant change. Listed companies are navigating a dynamic environment in which shareholder activism is becoming increasingly influential, mid-cap issuers are reassessing their strategic options, and the added value of a stock exchange listing is regularly being questioned. In this context, listed companies frequently consider whether a take-private could be beneficial for the company.

A Complex Landscape

Listed companies with a relatively small market capitalisation operate in a challenging ecosystem. Companies in the small cap and mid cap face a perfect storm: limited free float and liquidity can weigh on share valuations, while expanding disclosure requirements and administrative obligations increase the regulatory burden. At the same time, a share price that fails to reflect the company’s fundamental value can attract the interest of activist shareholders or potential acquirers

Modern shareholder activism

Shareholder activism has become a sophisticated practice. Most activist campaigns occur behind the scenes, with activists first engaging with the CEO and Chair, and building a relationship over time. Public campaigns represent only a small share of activist activity. Activists typically conduct in-depth analyses to identify opportunities for value creation — from portfolio optimisation to capital allocation. If private dialogue stalls, activists may increase pressure by rallying other shareholders or threatening a public campaign. While the Dutch governance framework offers protection against unwelcome shifts in control, constructive engagement remains crucial.

Strategic considerations

Boards and management teams face key strategic questions: What value does a stock market listing still provide? How do we position ourselves towards our shareholders? Are we prepared for activist engagement or a potential takeover bid? Should we take the initiative for a take-private? Addressing these issues demands careful attention to legal, strategic and governance factors. Public M&A processes, exit strategies and responses to unsolicited bids require thorough preparation and swift decision-making. Once an approach for a takeover has been made, the window to retain control and determine the appropriate course of action is often limited.

Our expertise

We serve as a trusted adviser to boards and management teams of Dutch listed companies, providing strategic counsel across the full lifecycle of shareholder activism and public M&A. Our guidance includes both proactive preparation and responsive advice in activist scenarios, from private engagement to public requisitions and campaigns, as well as M&A scenarios, defence against takeover bids and litigation where necessary.

Assisting with shareholder activism is an integral part of our comprehensive corporate guidance for listed clients

Our approach combines legal expertise with strategic insight:

• Strategic preparation for activist campaigns and potential takeover bids, including scenario planning and assessment of possible bidder approaches
• Guidance on shareholder dialogue and engagement strategy
• Advice on governance and defensive measures
• Support in public M&A and exit strategies

We are proud to be the second most active legal advisor on shareholder activism matters on the company side, according Bloomberg's H1 2025 Global Activism Legal Advisers League Table. We are strengthening our position in the European top rankings for the fourth consecutive year.

Contact our specialists

Do you have questions about public M&A and shareholder activism and what this means for your company? Contact one of our specialists.

Join our online masterclass on Public M&A and shareholder activism, scheduled for 27 January 2026 from 08:30 to 10:00, where we will discuss recent activist campaigns in the Netherlands, emerging trends in public M&A, and practical strategies for boards. Register here to secure your place.