The Firm has successfully acted for the seller in interim relief proceedings before the District Court of The Hague, resolving a post-closing execution failure in a business acquisition.
In early 2023, our client sold its operating business to the buyer, who assumed operational control immediately following closing. A key element of the transaction was the buyer’s obligation to assume the underlying commercial lease through a landlord-approved assignment, ensuring continuity of the acquired business.
Although the landlord was prepared to cooperate with the lease transfer, it required additional security reflecting the buyer’s limited operating history. Rather than accepting these commercially reasonable conditions, the buyer attempted to renegotiate core economic terms post-closing and subsequently ceased paying rent, while continuing to operate the business from the premises. This exposed our client to ongoing lease liabilities and material financial risk.
The Firm acted decisively to protect the seller’s position. We demonstrated that our client had fully complied with its contractual obligations and that the failure to complete the lease assignment was solely attributable to the buyer’s refusal to perform. The court rejected the buyer’s attempted termination of the transaction and dismissed allegations of post-closing non-compliance.
By judgment of 12 January 2024, the interim relief judge ordered the buyer to vacate the premises, pay outstanding occupation charges equivalent to rent, reimburse eviction-related costs, and settle extrajudicial enforcement costs. The ruling confirmed that the buyer could not continue to enjoy the benefits of the acquisition while avoiding its contractual responsibilities.
This matter underscores the importance of disciplined post-closing execution in M&A transactions and illustrates how targeted interim relief can be used to preserve value, prevent execution risk from translating into loss, and restore transactional balance where a counterparty fails to perform.
