In honour of its 125-year jubilee, the Concertgebouw is offering depositary receipts for shares in Het Concertgebouw N.V. The goal of this issue is to pass on this internationally acclaimed institution in good condition to coming generations. The path leading up to the jubilee issue was legally unique and highly innovative.
De Brauw acted as legal adviser to Het Concertgebouw N.V. and Stichting Het Concertgebouw Funds for this share issue. This concerned a unique legal project: a cultural institution issuing depositary receipts for shares, the focus of the issue being almost entirely the Dutch public. And with the pre-condition that purchasing the depositary receipts would be for the most part tax deductible and that Het Concertgebouw N.V. might receive the status of a non-profit institution in the future.
Joost Schutte, partner at De Brauw and counsel to the jubilee issue, comments: "De Brauw could flex its full expertise and innovative abilities in the areas of corporate law and capital markets. And a number of entirely new questions arose along the way during the project which needed an answer. Questions such as whether it is attractive from a tax point of view that subscribers first make a gift before they purchase a depositary receipt, and how do you give that a form? How do you combine law applicable to a public limited company with the nature of the Concertgebouw without a commercial object? Normally, prospectuses are only used by companies that make investment offers more or less financially attractive to investors. But what would a prospectus look like, if a prospectus is required, if the depositary receipts were not viewed as a financial investment? New legal questions that demand new legal answers."
De Brauw formulated innovative and practical answers to these questions in this project. The challenge was chiefly in applying, as practically as possible, the extensive and demanding rules for companies and capital markets transactions to the entirely different world, from a corporate and financial law sense, of cultural institutions. But as illustrated by the 65-page prospectus approved by the AFM, De Brauw was extremely successful in meeting this challenge.
Read moreInformation about the historic jubilee issue of Het Concertgebouw N.V. can be found at www.concertgebouw.nl/emissie