What Dutch laws and regulations apply to M&A deals?
Although there aren’t specific M&A codes or statutes in the Netherlands, parties are generally free to decide on their contractually-governed acquisition guidelines. This could include rules on due diligence, knowledge qualifiers and confidentiality. For financial institutions with a registered address in the Netherlands, the Merger code and the Public Takeover Bid Decree contain certain rules.
M&A deals in the Netherlands are usually share deals. acquisitions of shares) and legal mergers or demergers (where all or a part of the assets or liabilities of the company that ceases to exist are acquired and taken over by a different company). If there is a public M&A transaction is involved the Dutch works council law or (in the absence of a similar body) the laws of the country of incorporation will determine the procedure.
Dutch law and articles of association give shareholders certain rights, regardless of whether they own the majority or minority stake in the target. The board of the target company is obliged to provide all interested shareholders with sufficient information on the M&A transaction in order to make an informed decision. Individual shareholders may halt a transaction if the target board does not do this.
The typical legal due diligence work streams (although the exact scope of this work will often depend on the agreed M&A scope, the business of the target and the structure of the deal) include commercial contracts (customer, supplier and distribution agreements) as M&A deal well as financing agreements (bank and shareholder loans) Real estate (owned and lease) IP, pension and employment concerns. Compliance issues like corruption and anti-bribery as well as money laundering and data protection are also on the agenda.