Best Structured Finance Lawyers in Delft

About Structured Finance Law in Delft, Netherlands

Structured finance covers a range of complex financing techniques that pool, transform, or redistribute risk and cash flows - for example securitisations, asset-backed lending, project finance, and collateralised loan obligations. In Delft and the wider Netherlands, structured finance transactions often use Dutch corporate and trust-like vehicles for bankruptcy remoteness and tax efficiency. The Netherlands is a commonly chosen jurisdiction for special purpose vehicles - or SPVs - because of its predictable corporate and insolvency law, experienced legal market, and developed tax and financial infrastructure. Regulatory overlay from Dutch and European authorities can apply, particularly when transactions touch on banking, insurance, investor protection, or cross-border capital markets.

Why You May Need a Lawyer

Structured finance deals are legally and commercially complex. You may need a lawyer in the following situations:

- Planning and structuring a securitisation, including selection and incorporation of SPVs and structuring cash flows and credit enhancements.

- Drafting and negotiating transaction documents such as sale and purchase agreements, servicing agreements, intercompany agreements, security documents, and offering documents.

- Assessing regulatory compliance under Dutch law and EU rules - for example whether a transaction triggers banking, investment, or prospectus regulations.

- Advising on tax structuring and cross-border tax consequences including withholding tax and VAT issues.

- Implementing bankruptcy-remoteness and enforcing creditor rights through guarantees, pledges, and trustee structures such as a stichting or STAK.

- Conducting legal due diligence on transferred assets, counterparties, and title and perfection of security interests.

- Managing disputes, enforcement, or insolvency procedures involving SPVs, sponsors, servicers, or investors.

- Obtaining regulatory approvals or interacting with supervisory authorities.

Local Laws Overview

Key legal and regulatory aspects relevant to structured finance in Delft and the Netherlands include:

- Dutch Civil Code - Governs company law, contracts, security rights, and many aspects of corporate governance. SPVs are typically incorporated as Dutch private limited companies or foundations under this code.

- Financial Supervision Act - The Wet op het financieel toezicht sets out supervision of financial institutions and market conduct rules. Certain structured finance activities can trigger licensing or supervisory obligations, especially if a party effectively carries out banking or investment services.

- EU Securitisation Regulation and Prospectus Regulation - If the transaction involves securitisation exposures or the public offer of securities, EU-level rules impose requirements on risk retention, disclosure, transparency, and prospectuses.

- Insolvency law - Dutch insolvency rules and case law are a central consideration for bankruptcy-remoteness and enforcement. Dutch bankruptcy and suspension of payments procedures determine creditor rights and recovery priority.

- Security and collateral law - The Netherlands recognises a range of security devices such as pledges and mortgages. For receivables, assignment and notification rules affect perfection and priority. Special purpose entities and foundations are frequently used to separate bankruptcy estates.

- Tax law - Corporate tax, dividend withholding tax, and VAT issues affect deal economics. The Netherlands has an extensive tax treaty network and specific tax instruments that may influence structuring choices.

- Data protection - GDPR applies where personal data is processed in a structured finance transaction, for example in consumer loan pools or servicing reports.

- Local courts and legal practice - Litigation and enforcement generally proceed before Dutch courts. Arbitration is commonly used for cross-border disputes. Legal services in Delft are often supported by larger legal markets in nearby Rotterdam and The Hague.

Frequently Asked Questions

What exactly is structured finance?

Structured finance uses bespoke legal and financial arrangements to repackage assets and cash flows into securities or credit-enhanced instruments. The goal is to allocate risk and return to different investors, improve access to funding, or facilitate off-balance-sheet financing. Common forms include securitisations, covered bonds, and project finance structures.

Why do parties use the Netherlands, and specifically SPVs here?

The Netherlands is chosen for its stable corporate and insolvency law, experienced financial market practitioners, accommodating corporate vehicles, and favourable network of tax treaties. Dutch SPVs and foundation structures can be effective for bankruptcy-remoteness, and many international investors and service providers are familiar with Dutch practice.

How do I form an SPV or Stichting for a transaction in Delft?

Formation requires incorporation under Dutch company or foundation law, drafting articles of association, and registration with the Dutch Trade Register. A notary public often needs to execute certain deeds. Local counsel will advise on governance, directors, and any local filings. There is no strict requirement for a resident director, but practical, tax, and regulatory considerations may make resident officers or local support advisable.

Do I need regulatory approval for securitisations or asset-backed deals?

Potentially. If your structure has elements of banking, lending, fund management, or public offering of securities, the Financial Supervision Act and EU rules may require licensing or notifications. The EU Securitisation Regulation also imposes investor due diligence and transparency obligations. A lawyer can map regulatory triggers based on the precise facts.

What are the main tax considerations I should plan for?

Tax considerations include corporate income tax on SPVs, withholding tax on interest or dividend flows, VAT on certain services, and transfer tax in property-backed transactions. Double tax treaties and advance tax rulings can affect outcomes. Early tax advice is essential because tax treatment can determine deal viability.

How is bankruptcy-remoteness achieved under Dutch law?

Common measures include using bankruptcy-remote SPVs, non-consolidation opinions, transfer of legal ownership to the SPV, contractual true-sale documentation, independent boards, and foundation structures such as a stichting. Courts will examine substantive realities, so legal, operational, and accounting separation is important.

What protections do investors have for asset transfers and security?

Investors rely on perfected security interests, properly executed assignments of receivables, and publicly registered mortgages or pledges where applicable. Legal opinions on enforceability and perfection are common. Transparency and servicing arrangements also protect cash flows and enforcement rights.

Can I use English law or another governing law for my agreements in a Dutch SPV transaction?

Parties can choose governing law for contracts, and English or New York law is frequently used for international finance documents. However, local issues - such as perfection of security, corporate formalities, and insolvency effects - are governed by Dutch law where Dutch assets or entities are involved. A Dutch legal opinion is often required to address those local law aspects.

How long does a typical structured finance setup take and what does it cost?

Timing depends on complexity - a straightforward SPV and documentation package may take several weeks, while a large securitisation with regulatory approvals can take months. Costs vary widely based on transaction size, legal and tax advisory needs, notary fees, and filing costs. Obtain cost estimates from counsel early in the planning phase.

Where do I find qualified lawyers near Delft who understand structured finance?

Look for law firms and practitioners with experience in securitisation, asset-backed transactions, banking and finance, corporate law, tax, and insolvency. Firms based in Delft may be smaller, while major firms in nearby Rotterdam and The Hague frequently handle cross-border structured finance work. Check professional directories and the Nederlandse Orde van Advocaten to confirm credentials and areas of expertise.

Additional Resources

Useful resources and bodies for structured finance matters in the Netherlands include:

- The Dutch Authority for the Financial Markets - financial market supervision and rules enforcement.

- De Nederlandsche Bank - banking supervision and prudential regulation.

- Nederlandse Orde van Advocaten - the national bar association for lawyer registration and ethical rules.

- Dutch Tax and Customs Administration - for tax guidance and rulings that impact deal structure.

- Dutch Trade Register at the Chamber of Commerce - for company formation and registration details.

- EU legislative texts and guidance on securitisation and prospectus rules - for cross-border regulatory obligations.

- Local courts and arbitration institutions - for dispute resolution options and procedural rules.

Next Steps

If you need legal assistance with a structured finance matter in Delft, consider these practical next steps:

- Clarify your objectives - describe the assets, parties, desired outcome, investor base, and timeline.

- Assemble a core team - engage a lawyer with structured finance experience, and consider early involvement of a tax adviser and accounting or rating specialists if needed.

- Request an initial scoping meeting - provide transaction summaries and ask for a written engagement plan that outlines phases, deliverables, fees, and timelines.

- Obtain local law opinions - for any Dutch-incorporated SPV or Dutch-law governed element, get a clear Dutch legal opinion on enforceability, perfection of security, and insolvency consequences.

- Plan regulatory and filing steps - identify any licensing, prospectus, or notification requirements, and build time for approvals into your schedule.

- Maintain clear documentation and separation - for bankruptcy-remoteness, ensure legal, operational, and accounting separation between sponsor and SPV, and keep thorough records.

If you are unsure where to start, contact a lawyer who specialises in banking and finance or structured transactions. They can provide a practical roadmap tailored to your transaction, advise on local requirements in Delft and the Netherlands, and help you manage legal and regulatory risks.