Dutch restructuring framework continues to evolve while providing flexible platform to support complex domestic processes

The Netherlands’ restructuring regime provides a sophisticated, results-focused route for corporate rescues and investments in distressed assets. 

WHOA, the Dutch court-supervised restructuring tool, has in recent years evolved into a flexible, sophisticated platform for complex domestic processes, and is recognized for its implementation efficiency and reliability in delivering corporate rescues. It also provides a practical pathway to resolve some cross-border restructurings, alongside a fast, well-established Dutch share-pledge enforcement route for scenarios that require a rapid transfer of control.

National economy proves resilient to macro volatility

The Dutch economy is proving relatively resilient to the volatile macro environment that has buffeted other European economies, not least Germany (which we explore in more detail here). This stability is likely to produce a steady volume of restructurings in 2026 in the sectors where operating and trading pressures are persistent. 

The main goal for all parties involved in corporate restructurings— boards, lenders, trade creditors, and distressed investors alike - is clear: focus on the detailed planning and the quality of the data that underpins the restructuring playbook and the mechanics of the deal. Success will often depend on plan design, accessible funding, and credible timetables that secure stakeholder support.

In the period ahead, the availability of capital and the identity of counterparties are likely to play a more significant role in corporate rescues than they have previously. Private credit providers have become virtually the default counterparty in most leveraged finance deals, while banks continue to dominate corporate, commodity and the majority of real estate lending. Crucially, Dutch banks are also readier to exit non performing positions than in the past.

Funding, enforcement and cross-border recognition are key focus areas in Dutch restructuring processes

The WHOA framework enables a court-sanctioned plan to bind all creditor classes, even if some dissent, without requiring a separate majority of supporters in every class. It also allows cross-class cram-down, which shapes how creditor classes are ranked and voting strategy. Court practice has in recent years made these issues more predictable and reliable. 

In certain situations, a court may appoint an independent observer to monitor a restructuring. 

Moreover, in specific circumstances, the courts may appoint a restructuring expert to lead the development of the restructuring plan. The latter role can potentially impact the balance of control and the dynamics between the parties involved in the plan, although the independence of the restructuring expert can provide a catalyst for a quicker resolution of contentious issues.

There are several key issues that relate to funding under WHOA that will influence restructurings in the coming year. It is not possible to force the drawing of undrawn revolving and guarantee lines after a plan is approved, and genuinely new money can be placed first in the security stack by re-ordering priority. In October 2024, the Dutch Supreme Court confirmed both these points.

As far as cross-border recognition under WHOA is concerned, detailed early planning remains the best approach in most cases. However, there are relatively few cases in which WHOA has been used to resolve pan-EU restructuring situations to date, underscoring the need for recognition-mapping exercises to be undertaken on all cross-border files. 

A public WHOA with its center of main interests (COMI) in the Netherlands gains automatic EU recognition under the Recast European Insolvency Regulation. For other jurisdictions, recognition is determined on a country-by-country basis. 

In situations where COMI or public status cannot be established for all affected subsidiaries and operations of the business being restructured, a country-by-country checklist for order recognition, security enforcement and local creditor remedies should be compiled before term sheets are finalized.

Retail and shipping sectors present opportunities for distressed investors

Like in many other European countries, the Dutch retail sector remains under persistent stress and is characterized by elevated restructuring activity. High online penetration and tight supply chains are combining to ratchet up the pressure on businesses with weaker finances. With banks having pared back their exposure to the sector, capital stacks are often sponsor led. Here, investors should focus their due diligence on the target’s unit economics, the state of its property leases and its mix of sales and distribution channels. 

Shipyards are another sector that may offer attractive distressed or special situations investment opportunities. Businesses under short-term pressure have the potential to be turned around where defence-linked order books offer strong prospects for revenue generation, and state or customer guarantees provide delivery commitments and— crucially—signal a longer-term production pipeline.

The decision to pursue a WHOA restructuring plan or a share-pledge enforcement should be based in part on whether the proposed restructuring timetable is realistic and whether all the parties involved in the business - customers, investors and lenders - can be relied on to support business continuity.

Continuity, security and terms of funding are key in restructuring situations

As discussed earlier, in leveraged finance, private credit funds are now the default counterparty in much of the market while banks remain the leading player in corporate, commodity and most real estate finance. With that said, the principal issues in restructuring situations are continuity, security and the terms of the funding rather than who is the financing provider. Ultimately, approaches are likely to vary across private-debt funds. For some, enforcement will be a more credible option than other potential solutions.

More broadly, however, when it comes to access to capital, the Netherlands is well placed to offer a range of sophisticated solutions across bank, private credit and public markets, making it easier to align new money structures with the funding options available under WHOA.