Transactions

The transfer of commercial property is an extensive process with many specific phases, from letters of intent to escrows for snaggings. When commencing negotiations, topics such as exclusivity are vital. And ultimately, it may prove essential that a holding company provides a warranty for a contracting party. The specialists at DPO Notaries advise on all these aspects and, in addition to standard documentation, have extensive experience in negotiations.

Our clients are very diverse; we assist family funds, institutional investors and all walks of entrepreneurs. Each business has different interests. For instance, many international parties emphasise the limitations liability. A sale that included acceptance of possible, unknown defects seemed to become a popular overall standard. By now, sellers have realised the commercial advantage of providing at least a basic level of warranties. They also recognise the added value of providing all available information via a professionally equipped data room. also in this field, DPO Notarissen can assist by preparing an information package for sellers or reviewing such information on behalf of buyers.

We appreciate there are numerous specifics forming the background of the purchase and hence the structuring of the transfer. A share transaction may include tax advantages. For accounting reasons, an owner may consider a sale in which the site is leased back. Establishing a right of first refusal or (re)purchase option, a tenant deposit or bank guarantee are of grave importance in that context.

Finance

Essential for property financing are security rights for lenders. For these parties with only a financial interest, mitigating risks by stipulating topics in great detail is an important condition.

The specialists of DPO Notarissen are familiar with the various forms of loan and credit agreements. They work for parties in private equity with a personal connection to the property owner, as well as international groups of institutional financiers. DPO Notarissen can assist in drafting plain vanilla mortgage loans, but also in finalizing, for example, subordinated facilities providing different rights to different financiers.

It may prove that rights of mortgage and pledge under Dutch law provide sufficient security. It might also be interesting to include the possibility of step-in rights for the financier. And an even stronger alternative such as a (property) right may be relevant, for instance by vesting a right of superficies or ground-lease - whether or not linked to a resolutive condition regarding repayment of the loan.

Project development

In the Netherlands, besides the enormous task to build new homes, the development of commercial buildings that meet current sustainability requirements is a challenge. The legal aspects of the construction project make an impact on practical structuring and phasing, with (final) dates of permits and sales as suspensive or resolutory conditions. Our experts have a profound knowledge of the (im)possibilities of the specific legal instruments such as ground lease, building rights and division into apartment rights that structure the ownership of a construction project. All these elements are a standard requirement due to the use and functions of a building and, in particular, the innovation in utilities. The sale of individual properties to private individuals or entrepreneurs can also be an extensive and laborious process. In addition to a large team of specialists, DPO Notarissen has developed tools for an optimal sales process.