Insights

Our contribution to the 15th edition of Lexology In-Depth provides a detailed overview of the key legal and regulatory aspects of private equity transactions and fundraising in the Netherlands, with a practical focus on recent deal activity and market dynamics, sale processes, management incentive plans, financing trends, the regulatory landscape and our outlook for the year ahead. The Investing chapter was written by Lennard Keijzer, Pete Lawley, Claudia van Rappard-Priem, Rick van 't Wout, Stephanie The, Henk van Ravenhorst, Jeroen Kolthof, Bob de Waard, Lorenzo Ramnarain and various other team members. The Fundraising chapter was written by Mariska Enzerink and Lisa Brouwer. Lexology In-Depth brings together on-the-ground insight from practitioners at the forefront of private equity across key jurisdictions, offering a current and practical perspective on the issues that matter most.

The Dutch parliament's upper house has adopted an amendment that narrows the applicability of the bonus cap at financial institutions in the Netherlands to "identified staff". The amendment forms part of a broader bill amending the Financial Supervision Act (FSA) and related legislation. The bill is expected to enter into force on 1 January 2027.

The European Commission has published its new and highly anticipated Draft Merger Guidelines, the first comprehensive restatement of EU merger assessment in almost two decades. The draft consolidates two previously separate instruments into a single analytical framework organised by competitive effect rather than merger type. Its most consequential change is the formal introduction of a theory of benefit as a central analytical concept, sitting alongside the established theory of harm from the outset of any transaction review. The Commission has also significantly broadened the analysis, with an expanded list of harms and benefits that can play a role in the overall assessment. Although the Commission is not exactly ''relaxing'' the rules to create "European champions", it is certainly widening their application and recalibrating its approach to deal reviews by offering much more room for broader policy considerations.

De Brauw advised Coincheck Group N.V. on a strategic minority investment by KDDI Corporation, a listed Japanese telecommunications company. Coincheck Group and KDDI have entered into a Share Subscription and Investor Rights Agreement pursuant to which KDDI will acquire a 14.9% stake in Coincheck Group.

De Brauw advised Inflexion, a leading European mid-market private equity firm, on its acquisition of a 30% minority stake in Marktlink Capital, a leading Benelux investment platform providing private investors with access to private equity, venture capital and private credit funds across Europe and North America.

Adyen N.V. has agreed to buy 100% of the shares in Talon.One, a leading customer engagement platform headquartered in Berlin and serving 300+ global merchants. The EUR 750 million purchase price will be paid in cash, with a significant part of the Talon.One founders' proceeds being reinvested in newly issued Adyen shares.