Stek is the leading law firm for search funds in the Netherlands. We have been closely involved in the development of the Dutch search fund ecosystem from the outset, advising on the establishment of the first Dutch search funds and the first search fund acquisition in the Netherlands.

Our lawyers combine deep experience in corporate M&A, private equity and corporate governance with a practical understanding of the specific dynamics of entrepreneurship through acquisition. We advise searchers throughout the entire life cycle of a search fund, from formation and fundraising to acquisition, operation and exit.

Our search fund team regularly contributes to the search fund ecosystem, including through guest lectures to MBA students at the Rotterdam School of Management and through thought leadership and market initiatives.

What is a search fund?

A search fund is an investment vehicle through which one or more entrepreneurs raise capital from investors to search for, acquire, operate and ultimately grow a single privately held company. The model is particularly suited for succession-driven acquisitions and allows talented entrepreneurs to become owner-managers with institutional backing. Search funds have become an established asset class internationally and are gaining traction in the Netherlands and Europe.

What we do

We advise search funds and searchers across all stages of the search fund life cycle, including:

• Formation and fundraising
  • Structuring and formation of search funds
  • Preparation of a draft subscription and shareholders’ agreement, including managing and consolidating investor comments
  • End-to-end process management, including review of notarial documentation, coordination with the relevant notary and tax adviser.
• Acquisition phase
  • Structuring and negotiation of the acquisition
  • Legal due diligence
  • Preparation of a new shareholders’ agreement, incorporating standard-form search fund arrangements adapted to Dutch law and market practice
  • Management equity participation and incentive structures
  • Structuring and negotiation of debt and equity financing, including bank and seller financing
• Post-acquisition and operation
  • Corporate governance and board matters
  • Management participation and incentive plans
  • Add-on acquisitions
  • Ongoing corporate and commercial advice
• Exit
  • Preparation and execution of exits
  • Recapitalisations and secondary transactions

Our approach is pragmatic, commercially focused and tailored to first-time acquirers, while ensuring transactions are executed to institutional standards.

Our commitment to the search fund community

It is Stek’s ambition to actively help drive the development and professionalisation of the search fund community in the Netherlands. We see search funds as a powerful model for entrepreneurship, succession and long-term value creation and we are committed to supporting both first-time and experienced searchers beyond individual transactions.

In addition to advising on market-leading transactions, we contribute to the ecosystem through education, thought leadership and by making high-quality, practical legal tools widely available. By lowering barriers to entry and increasing standardisation, we aim to help searchers focus on what matters most: finding, acquiring and building great businesses in a cost-efficient manner.

To support searchers at every stage of the search fund life cycle, we aim to make available a curated and evolving set of reading materials and practical resources, developed based on our transaction experience and updated from time to time. Please note that the below documentation is intended as an initial guide only and does not constitute legal or tax advice. Depending on the specific circumstances, we recommend that searchers and investors obtain timely, specialised legal and tax advice.

Downloadable documentation:

• Search Fund Start-Up Manual
  A step-by-step guide covering the legal and practical aspects of setting up a search fund, including structuring considerations, investor dynamics, governance and common pitfalls.

• SSHA and Ancillary documentation (coming soon)
  Including NDAs and LOIs and other transaction documentation commonly used in search fund acquisitions.

Reading materials:

• Ruben Tros and Dirk de Graeff, “Search Funds on the Rise: How MBA Graduates become CEOs without capital” (link, in Dutch)
• Stanford Search Fund Primer (link)

What makes us different

• Pioneers in the Dutch search fund market: involved since the very first Dutch search funds.
• Strong investor relations:extensive experience working with institutional search fund investors and a deep understanding of their key focus points in documentation.
• Efficient and cost-conscious execution: anticipated efficiency gains, particularly in drafting the initial fund formation documentation, driven by our prior experience with search fund formations and access to market-standard documentation.
• Practical and deal-driven: experienced in guiding first-time acquirers and dealing constructively with sellers and their advisers.
• Full-service capability:access to top-tier notarial and tax advisers with proven experience in search fund transactions.
• Embedded in the ecosystem: active contributors through education, thought leadership and market development.