At Valtus Alliance, restructuring is never approached as a uniform discipline. Each country operates within its own legal framework, creditor dynamics, and market practice.

In this interview, Ronald de Zoete (Partner, VALPEO, Amsterdam) speaks with Roland Kleeb (Partner, FS Partners AG, Zurich) about how restructuring is approached in the Netherlands — with a particular focus on the Dutch Scheme (WHOA), leadership decisions under pressure, and the growing role of private equity.

Governance Comes Before Formal Triggers

Ronald Kleeb:

Are there mandatory reports or expert opinions required in a liquidity crisis?

Roland de Zoete:

In the Netherlands, there is no automatic trigger that forces a company to commission an expert report the moment liquidity becomes tight.

However, directors carry a clear legal responsibility. They must continuously assess whether the company can meet its obligations. When insolvency becomes foreseeable, management is expected to document decisions carefully.

This typically includes liquidity forecasts, going-concern assessments, and, in more complex cases, independent expert input.

These reports are not formally mandatory. But in practice, they are essential to demonstrate sound governance and reduce potential liability exposure.

The Core Mistake: Delay Disguised as Optimism

Ronald Kleeb:

What is the most common early-stage mistake?

Roland de Zoete:

It is a combination of denial and delay.

Management often assumes that a temporary downturn will resolve itself. Meanwhile, liquidity continues to deteriorate in the background. By the time stakeholders are engaged, strategic options are already limited.

What is often misunderstood is the nature of transparency. Many organisations believe that having data equals having clarity. It does not.

Transparency requires leadership that is willing to interpret the data honestly and confront uncomfortable realities. It also requires the willingness to explicitly acknowledge what is not working.

The same applies to urgency. Pressure alone does not lead to early action. Acting early requires a leadership team capable of operating under uncertainty and managing complexity before the situation escalates into crisis.

When to Bring in External Expertise

Ronald Kleeb:

When should an external restructuring expert be involved?

Roland de Zoete:

The moment liquidity pressure becomes structural rather than incidental.

Ideally, this happens before covenant breaches or payment delays occur. At that stage, there is still room to shape outcomes rather than react to them.

The role of the expert depends on the situation. It may range from advisory support to interim CFO, CRO, or full turnaround leadership. The mandate typically comes from management or the board, although banks and shareholders often influence the decision in more severe cases.

What is clear from experience is that early involvement significantly improves the chances of preserving value.

The Dutch Scheme (WHOA) as a Preventive Tool

Ronald Kleeb:

How do protective restructuring tools work in the Netherlands?

Roland de Zoete:

The Netherlands introduced the WHOA — often referred to as the Dutch Scheme — as a preventive restructuring framework.

It allows companies to restructure their debts outside formal bankruptcy while still binding dissenting creditors under certain conditions. In that sense, it provides a form of protective shield.

When used early and supported by a credible business plan, it can be highly effective. But it is not a standalone solution. Success still depends on stakeholder alignment, operational credibility, and disciplined execution.

What Makes the Dutch Scheme Distinct

Ronald Kleeb:

How does it compare to other European frameworks?

Roland de Zoete:

Like Germany’s StaRUG or the UK restructuring plan, the Dutch Scheme enables court-approved restructuring outside formal insolvency.

What differentiates it in practice is its cross-border effectiveness.

WHOA proceedings benefit from recognition within the EU under the Insolvency Regulation, provided they are properly structured. This gives the Netherlands a clear advantage over the UK post-Brexit.

Dutch courts have also taken a pragmatic approach to jurisdiction, particularly around COMI (Centre of Main Interests), which makes the Netherlands an attractive venue for complex European restructurings.

Employee and Stakeholder Considerations

Ronald Kleeb:

How are employees treated in insolvency situations?

Roland de Zoete:

In formal bankruptcy, employee salaries are typically covered for a limited period by the Dutch Employee Insurance Agency (UWV). This provides an important level of social protection.

Bonuses, however, are not guaranteed and depend on contractual conditions. Outside formal insolvency, salary payments generally continue as long as the business remains operational.

Protecting Interim Leadership in Crisis Situations

Ronald Kleeb:

How do interim managers secure their remuneration?

Roland de Zoete:

This is usually addressed contractually.

Interim managers often rely on advance payments, escrow arrangements, or clearly defined priority agreements. In formal insolvency scenarios, compensation typically requires approval from the trustee.

The key lesson is clarity from the outset. Alignment between all stakeholders is essential to avoid disputes later.

Cross-Border Complexity Is Now the Norm

Ronald Kleeb:

What trends are you seeing in recent cases?

Roland de Zoete:

Cross-border complexity has become standard.

Supply chains, financing structures, and shareholder groups are often spread across multiple jurisdictions. Within the Valtus Alliance, we regularly see situations where local operational restructuring must be aligned with group-level financial negotiations in another country.

Success depends on coordination. Local interim leaders and international advisors must operate as one system, ensuring both speed and consistency.

What Foreign Owners Often Get Wrong

Ronald Kleeb:

What should a foreign corporation do in a Dutch crisis situation?

Roland de Zoete:

The key is simple: act locally, but think globally.

Immediate priorities include stabilising liquidity, appointing experienced local leadership, and engaging creditors early. At the same time, decisions must remain aligned with the broader group strategy and cross-border legal implications.

Trying to manage the situation remotely rarely works.

The Growing Role of Private Equity

Ronald Kleeb:

How active is private equity in restructuring?

Roland de Zoete:

Private equity is playing an increasingly important role, particularly through special situations and distressed funds.

At the same time, banks and existing shareholders remain central, especially in mid-sized companies. The market is therefore mixed, combining traditional lender-driven restructuring with more investor-led opportunities.

Government Support and Structural Frameworks

Ronald Kleeb:

Does the government support companies in crisis?

Roland de Zoete:

Direct support is limited under normal conditions. There are mechanisms such as state-backed loans or guarantees, particularly in systemic situations.

However, the primary focus is on providing strong legal frameworks — such as the WHOA — rather than ongoing financial support.

Execution in Complex, Multi-Stakeholder Environments

Ronald Kleeb:

How do VALPEO and Valtus Alliance support restructuring situations?

Roland de Zoete:

They provide immediate access to experienced interim executives who are used to operating in high-pressure, multi-stakeholder environments.

These leaders combine operational execution with the ability to coordinate legal and financial advisors across jurisdictions. This becomes critical in situations where speed, alignment, and execution certainty determine the outcome.

In complex cases, they also help structure restructuring strategies, assess jurisdictional positioning, and ensure that plans can be implemented across creditor groups under the Dutch Scheme.

Final Perspective

Across all answers, one theme remains consistent.

Legal frameworks, tools, and capital structures matter. But outcomes are ultimately determined by how early a company acts, how clearly leadership sees the situation, and how effectively execution is managed under pressure.