Corporate / Financial Markets
Reforms to the structure of the EU banking sector
EU Commissioner Michel Barnier has set up a High-Level Expert Group to examine possible reforms to the structure of the EU's banking sector. He announced the decision to set up this Group at the European Parliament in November 2011. The Group's mandate will be to determine whether, in addition to ongoing regulatory reforms, structural reforms of EU banks would strengthen financial stability and improve efficiency and consumer protection, and if that is the case it will make proposals as appropriate.
European Commission wants to make securities settlement safer and more efficient
The European Commission wants to harmonise the rules for central securities depositaries (CSDs) and has published a proposal for a regulation to that effect. The regulation amends the Finality Directive (98/28/EC). The key provisions are:
- Securities transactions must be settled within 2 days after the transaction date.
- Market participants that do not deliver securities on the agreed settlement date are subject to penalties and will have to buy these securities on the market and deliver them to their counterparties.
- Issuing institutions and investors will have to hold virtually all securities in book-entry form, and record them in a CSD in order to trade the securities on regulated markets.
- CSDs will have to comply with strict organisational and prudential requirements aimed at sustainability and protection of their users.
- Licensed CSDs will receive a passport enabling them to offer their services in other member states.
- Users will be able to choose from all 30 CSDs in Europe.
- CSDs in the EU, wherever they are located, will have access to all other CSDs.
Arbitration & Dispute Resolution
IBA Arbitration Guide: law and practice of arbitration in more than 30 jurisdictions worldwide
The IBA Arbitration Committee has prepared a guide to the law and practice of arbitration in more than 30 countries around the world. The material is intended as a high-level practical overview for practitioners and others looking for an introduction to arbitration in particular jurisdictions.
The leading arbitration firm in each jurisdiction was invited to contribute. Marnix Leijten of De Brauw Blackstone Westbroek and who is the Dutch member of the ICC International Court of Arbitration in Paris has written the contribution for the Netherlands.
Click here to read the contribution for the Netherlands and here to read the other contributions.
Competition / Antitrust
Cartel Regulation Guide: the application of competitive regulation in 46 jurisdictions worldwide
Law Business Research Ltd. recently published an overview of the application of cartel regulation in 46 jurisdictions worldwide.
The leading Competition firm in each of 46 jurisdictions was invited to contribute. De Brauw Blackstone Westbroek's Jolling de Pree and Simone Evans have written the contribution for the Netherlands.
Click here to read the publication.
Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Cartel Regulation 2012, (published in December, 2011; contributing editors D Martin Low QC, McMillan LLP).
Regulatory and Compliance
Anti-Bribery Guide: complying with bribery laws in key European jurisdictions
De Brauw Blackstone Westbroek and the leading independent law firms in France, Germany, Italy, Spain and the United Kingdom recently prepared an overview of the key features of the laws against bribery in their home states. The overview includes practical guidance on the use of a single set of procedures which might be designed to prevent bribery so as to avoid or mitigate liability. It also addresses some particular issues in M&A transactions.
Click here to read the full article.
Eurozone Exits: Dutch legal and tax aspects
Even though Greece was bailed out for a second time, there is still a realistic possibility that one or more weaker Eurozone Member States will exit the Eurozone. In a legal context, a key issue is the redenomination risk resulting from the new currency and monetary laws introduced by the exiting state. From a tax perspective, the main issue is if and when currency results on investments or liabilities that will be expressed in the new currency introduced by a Member State upon its exit from the Eurozone may be recognised.
Click here to read more about the legal and tax aspects of such an exit from the perspective of the Netherlands.
Germany enters into new tax treaty with the Netherlands
Germany and the Netherlands signed a new double taxation treaty on 12 April 2012. This new double taxation treaty – which still has to be ratified by both countries – is expected to enter into effect as from 1 January 2014. The new treaty replaces the current treaty entered into in 1959 and is to a large extent modelled on the basis of the 2010 OECD Model Convention. Distinctive features of the new treaty are:
- Dutch tax exempt entities have access to treaty benefits, subject to application of anti-abuse rules which rules will in any case be applied by Germany to Dutch exempt investment institutions (vrijgestelde beleggingsinstellingen).
- A provision regarding the application of the treaty to hybrid entities is included which is modelled on the basis of the OECD standard.
- Gains derived from the disposal of shares in a non-public real estate company by a more than 50% shareholder may be taxed by the contracting state where the real estate is located. A company qualifies as real estate company if 75% or more of its value is derived from real estate located in that contracting state. The other contracting state must give a tax credit for taxes levied by the state where the real estate is located.
- The treaty explicitly allows application of domestic anti-abuse provisions, which include German anti-treaty shopping and CFC rules.
- No withholding tax on interest and royalties is allowed by the treaty.
Netherlands courts assume jurisdiction to grant cross-border injunctions in infringement cases involving IP rights
Courts in the Netherlands assume jurisdiction to grant cross-border injunctions in infringement cases involving intellectual property rights under certain conditions. This practice is not uncontroversial in Europe. The discussion regarding the admissibility to grant cross-border injunctions revolves around the interpretation of the rules on jurisdiction set out in Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments. On 29 March 2012, the Advocate General of the European Union's Court of Justice rendered an opinion endorsing the on-going Dutch cross-border practice in preliminary injunction proceedings and possibly reopening the door for cross-border injunctions in main proceedings under limited conditions. This is especially interesting for cases involving European patents. More information can be found here.