Media and advertising: how shareholders get out
In this sector, value sits in client retainers, media licences and content rights rather than in hard assets, and most of those carry change-of-control clauses. A share sale of the holding company is the usual route, but completion depends on clearing those clauses client by client and licence by licence before signing, not on the corporate mechanics themselves. This note sets out the pattern; it is not a valuation and it does not replace a structure report.
Why this arises here
In manufacturing or logistics, value sits in assets that transfer with the company almost automatically. In media and advertising it sits in relationships and permissions: the client retainer, the media-buying agreement, the broadcasting licence, the licensed content library. Dutch law treats a change of control of the corporate vehicle as neutral for the company's own contracts, under the applicable Dutch rules, but counterparties routinely negotiate their own change-of-control termination rights, and those rights are what actually move on an exit. A seller who treats this as a corporate law and governance exercise inside the Netherlands, and stops there, finds the gap only after signing. The same problem takes a different shape for a payments and fintech business preparing an exit, where licensing rather than client contracts drives the friction.
The mechanics in short
Two decisions come first: share deal or asset deal, and which entity in the group actually holds the client contracts and the licences. A share sale preserves contracts as a matter of Dutch corporate law, but it does not preserve a client's own right to walk away on a change of control if that right sits in the client contract itself. An asset deal forces an assignment of each contract and each licence individually, which is slower but surfaces every hidden condition before completion rather than after.
Three transfers run in parallel once the structure is fixed. Client and supplier contracts must each be checked for a change-of-control or assignment clause, with consents obtained where required. Trademarks recorded at the Benelux trademark register move by a recordal of the assignment; content rights held under licence from a third party do not transfer at all unless the licence itself permits assignment. Staff move with the business under the overgang van onderneming (transfer-of-undertaking) rules where the deal is a going-concern transfer, and any non-compete tied personally to a departing founder or creative director needs a fresh instrument, since a Dutch non-compete is not automatically inherited by a buyer.
Where the target holds a broadcasting licence under the Mediawet (Dutch Media Act), a change of control over the licence holder is, under the applicable rules, a notifiable event to the Commissariaat voor de Media (the Dutch Media Authority), separate from any merger control step. That notification tests media-pluralism criteria that have nothing to do with competition law and nothing to do with an ordinary advertising agency; it applies only where an actual broadcasting licence sits inside the structure.
The pattern specific to media and advertising
Two frictions recur here that would not arise in another sector.
The first is the client change-of-control clause. Large advertiser accounts are frequently contracted on terms letting the client terminate, without penalty, if the agency's ownership changes. That right is commercial, not statutory, and it sits in a contract the seller wrote years before any exit was contemplated. Clearing or waiving it with the two or three clients that carry most of the revenue is, in practice, the critical path of the transaction: corporate steps can be sequenced around a signing date, a client's consent cannot.
The second is media-buying rebates. Agencies that place media on behalf of clients often receive volume rebates or commissions from media owners that sit outside the client's own invoice. Disclosure of that rebate income, and whether it is contractually secured for a buyer going forward, has drawn scrutiny from advertisers, self-regulatory bodies and, at times, the Authority for Consumers and Markets. A buyer's diligence on a Dutch media or advertising target tests this income stream specifically, because it is a source of margin that is invisible in the headline client contract and can be renegotiated away by the media owner at any time.
What to check before signing
- The full list of client contracts above a materiality threshold, and whether each carries a change-of-control or assignment clause.
- Whether the target, or any group company, holds a broadcasting licence under the Mediawet, which triggers the notification described above.
- Whether media-buying rebates or commissions are disclosed to clients and secured by a written arrangement with the media owner, rather than held informally.
- The status of trademarks and licensed content at the trademark register and with third-party licensors.
- Personal non-compete and non-solicitation clauses tied to founders or creative directors who are not staying with the business.
Contract and asset friction on exit
| Asset or contract | Typical friction on exit | What to check |
|---|---|---|
| Large client retainer | Change-of-control termination right | Consent or waiver from the client before signing |
| Broadcasting licence under the Mediawet | Notifiable change of control to the Commissariaat voor de Media | Confirm whether the target holds such a licence at all |
| Media-buying rebate | Informal, undisclosed, or terminable by the media owner | Written rebate agreement and its transferability |
| Licensed content library | Licence terms may bar assignment | Read the licence, not the invoice |
| Trademark | Recordal lag at the trademark register | File the assignment before completion, not after |
What this does not cover
- Merger control thresholds and clearance timing, which follow general competition rules and are not sector-specific.
- The tax treatment of earnouts or deferred consideration on a media or advertising sale.
- The substantive criteria applied by the Commissariaat voor de Media to a change-of-control notification, which depend on the specific licence.
- Employment law procedure for collective redundancy where staff reductions accompany the exit.
- Any valuation of the business, the client book, or the rebate income referred to above.
Questions
Does a share sale avoid the client change-of-control problem?
No. A share sale keeps the target's own contracts in place as a matter of Dutch corporate law, under the applicable Dutch rules, but it does not remove a client's independent right, written into its own contract, to terminate on a change of control of the agency. That right survives the choice of deal structure.
Do all media businesses need to notify the Commissariaat voor de Media on an exit?
No, only where the target or a group company holds a broadcasting licence under the Mediawet. An advertising agency, production company or digital media buyer without such a licence has no notification of this kind to make.
Where do disputes over a change-of-control clause in a client contract end up?
If the parties cannot agree, the dispute is decided under the contract's own governing law and forum clause. Where that points to the Netherlands, it goes to Dutch court under ordinary civil procedure, not to a regulator.
Closing
The corporate mechanics sit inside our corporate practice. On the buyer side of a cross-border deal in an adjacent sector, see how tax incentives for an energy and renewables target change the sequencing of a signing. Where directors of the target carry their own exposure on the way out, see who files a notification of inability to pay and where, and for a comparable governance question outside the Netherlands, see how Singapore treats directors and officers in a structure report. A structure report maps a group's client contracts, licences and IP holdings before consents are sought; it is a factual mapping exercise, not legal advice.
Written by Eva Kuipers. Responsibility zone: governance and the Enterprise Chamber. She works on exit structures where governance, contracts and licensing overlap.
Last legal review: 2026-09-28