At Valtus, we rely on an international network of restructuring experts, recognising that each country has its own legal framework and restructuring practice. In this interview, Ronald de Zoete, Partner at VALPEO in Amsterdam, speaks with Roland Kleeb, Partner at FS Partners AG in Zurich, about how restructuring is approached in the Netherlands.
Are there mandatory reports or expert opinions required in the event of a liquidity crisis or imminent insolvency in the Netherlands?
“In the Netherlands there is no single, automatic trigger that obliges a company to commission an expert report the moment liquidity becomes tight. However, directors have a clear legal duty to continuously assess the company’s ability to meet its obligations.
When insolvency becomes foreseeable, management is expected to actively document its decision-making, often supported by liquidity forecasts, going‑concern assessments and, in more complex situations, independent expert opinions. These reports are not mandatory per se, but they are highly advisable to demonstrate prudent governance and to mitigate directors’ liability.”
In your experience, what is the most common mistake companies make in the early stages of a liquidity crisis?
“The most common mistake is denial combined with delay. Management often assumes that a temporary dip will resolve itself, while liquidity erodes quietly in the background. As a result, discussions with banks, shareholders, and other stakeholders start too late—when strategic options are already severely constrained.
Transparency and early action are therefore consistently underestimated. Many organisations assume that transparency is achieved through data availability, and that mounting urgency will automatically trigger action.
In practice, these assumptions are flawed. Data does not create transparency on its own. Transparency requires leaders who are willing to interpret the data, confront uncomfortable realities, and explicitly name what is not working.
Similarly, urgency does not guarantee early action. Acting early requires a leadership team that can operate effectively under uncertainty and is structurally equipped to deal with the level of complexity the organisation is facing—not merely to respond once a full-blown crisis has already materialised.”
At what point, and in what role, should an external restructuring expert be brought in – and who should mandate them?
“An external restructuring expert should be involved as soon as liquidity pressure becomes structural rather than incidental. Ideally this happens before covenant breaches or payment arrears arise.
The role can vary: advisor to management, interim CFO, CRO or broader turnaround leader. In practice, the mandate often comes from management or the board, but in more severe cases banks or shareholders strongly influence the appointment. Early involvement significantly increases the chance of preserving value.”
What is your view on the use of protective shield proceedings as part of a restructuring strategy? Are there such protective shields in the Netherlands?
“The Netherlands introduced the WHOA (“Wet homologatie onderhands akkoord” or also “Dutch Scheme”) as a powerful preventive restructuring tool. It provides a form of protective shield by allowing companies to restructure debts outside formal bankruptcy, while binding dissenting creditors under certain conditions. When used timely and professionally, the WHOA can be very effective. However, it is not a silver bullet; it requires credible business plans, stakeholder management and careful legal preparation.”
What makes the Dutch scheme special compared to the German StaRug and the UK restructuring plan?
“Like the German StaRUG and the UK restructuring plan, the WHOA (“Dutch Scheme”) is a modern preventive restructuring framework that allows a court-sanctioned cram-down outside formal insolvency proceedings.
What distinguishes the Dutch scheme in practice is its cross-border effectiveness: WHOA plans benefit from reliable recognition within the EU, as they fall within the scope of the EU Insolvency Regulation when properly structured, something the UK plan can no longer offer post-Brexit. In addition, Dutch courts have taken a pragmatic and internationally minded approach to COMI (Centre of Main Interests), making the Netherlands an attractive forum for European restructurings where jurisdiction and recognition are decisive.”
Do employees in the Netherlands continue to receive their salaries and bonuses in the event of insolvency?
“In a formal bankruptcy, employees’ salaries are generally covered for a limited period by the Dutch Employee Insurance Agency UWV (“Uitvoeringsinstituut Werknemersverzekeringen”). This provides important social protection. Bonuses, however, are typically not guaranteed and depend on their contractual nature and timing. In restructuring scenarios outside bankruptcy, salary payments usually continue as long as the company remains operational.”
In cases of insolvency or bankruptcy, how do interim managers working in restructuring ensure they receive their remuneration?
“Interim managers usually protect themselves contractually, for example through advance payments, escrow arrangements or clear priority agreements approved by a court appointed administrator. In formal insolvency, remuneration often requires consent from the trustee. Experience shows that clarity upfront and alignment with all stakeholders are essential.”
Could you describe a recent restructuring or turnaround case, or a cross-border case involving the Valtus Alliance?
“Recent cases increasingly involve cross-border complexity, with supply chains, financing and shareholders spread across multiple jurisdictions. Within the Valtus Alliance we often see situations where local operational restructuring (e.g. in the Netherlands) must be aligned with group-level financial negotiations (e.g. in Paris). Success depends on strong coordination between local interim leaders and international advisors, ensuring speed and consistency.”
In the event of a severe profitability and liquidity crisis, what is the best course of action for a foreign corporation with a local subsidiary in the Netherlands?
“The key is to act locally while thinking globally. Immediate steps include stabilising liquidity, appointing experienced local leadership and engaging with creditors early. At the same time, alignment with group strategy and cross-border legal implications must be carefully managed.”
How established is private equity in the Netherlands with regard to restructuring?
“Private equity plays an increasingly significant role in Dutch restructurings. Well known special situations and distressed funds are Polus Capital Management, Apollo European Principal Finance, Hayfin Special Opportunities Fund, Pemberton Strategic Credit Fund and AlpInvest Partners. Other examples for private equity firms with a notable Dutch footprint are Waterland Private Equity, Nordian Capital Partners and Main Capital Partners. However, banks and existing shareholders often remain central stakeholders, especially in mid-sized companies.”
Does your government support companies in crisis?
“Direct support is limited in normal circumstances, but there are instruments such as state-backed loans and guarantees, particularly in systemic crises. Structural support, however, focuses more on creating effective legal frameworks, such as the WHOA, rather than ongoing subsidies.”
When a European company faces distress and wants to restructure, can VALPEO and Valtus Alliance help?
“Yes, they can help. VALPEO and Valtus Alliance provide immediate access to top-tier interim executives (CEO, CFO, CRO) who are not only highly experienced, but demonstrably effective in complex, multi-stakeholder environments. We distinguish those executives who truly understand systemic complexity — cross-border dynamics, governance pressure, creditor interests and time-critical decision-making — and who can therefore stabilise organisations faster and lead them through high-stakes situations with confidence.
These executives combine operational leadership with the ability to orchestrate local legal and financial advisers across multiple jurisdictions — a capability that is essential where cross-border recognition, speed and execution certainty determine outcomes. In addition, VALPEO and Valtus Alliance identify and mobilise the most relevant local advisers to assess forum choice and COMI strategy, and to structure and negotiate robust restructuring plans across creditor classes under the Dutch Scheme.”