14 June 2021

New Dutch scheme: the Act on Court Confirmation of Extrajudicial Restructuring Plans

The Act on Court confirmation of extrajudicial restructuring plans bill (WHOA) has been enacted per 1 January 2021. This new legislation offers an attractive Dutch alternative to the US Chapter 11 mechanism, and to the English Scheme of Arrangement and Part 26A Plan. The WHOA gives both domestic and foreign companies a game-changing ability to safeguard their business continuity for the benefit of all stakeholders. Timing could not be better, given the challenges faced by so many companies during the Covid-19 pandemic.

Newest milestone in legislative history of restructuring framework

The WHOA is the newest milestone in an extensive legislative history (see below). A first draft introducing extrajudicial, universally binding restructuring plans to the Netherlands went into public consultation on 14 August 2014. The proposal drawn up in 2013 by our partners Ruud Hermans and Reinout Vriesendorp heavily influenced this draft. The consultation feedback on the first draft led to a revised proposal. This was published for consultation on 5 September 2017. The response to the consultation resulted in the bill as submitted to parliament in the summer of 2019. With some last-minute amendments, the bill was unanimously approved by the lower house on 26 May 2020, and passed as a formality by the upper house on 6 October 2020. As noted, the WHOA entered into force on 1 January 2021.

Downloads

  • Click here to download our booklet explaining WHOA
  • Click here to download an FAQ on WHOA
  • Click here to download a Quick Reference Guide on WHOA
  • Click here to download a comparison of WHOA with the US Chapter 11, the UK Scheme of Arrangement and Part 26A Plan, the German StaRUG and the European Restructuring Directive
  • Click here for our article analysing the first 14 court cases published by the Dutch courts

Final Bill

  • Click here to download the bill as approved by the Dutch parliament (Dutch)
  • Click here to download an unofficial translation of the bill as approved by the Dutch parliament (English)
  • Click here to download the bill including the revisions pursuant to the memorandum of amendment (Dutch)
  • Click here to download an unofficial translation of the bill including the revisions pursuant to the memorandum of amendment (English)
  • Click here to download the memorandum of amendment (Dutch)
  • Click here to download the report of the Parliamentary Standing Committee on Justice on the bill (Dutch)
  • Click here to download the note on the report on the bill (Dutch)
  • Click here to download the explanatory memorandum to the initial bill (Dutch)
  • Click here to download an unofficial translation of the explanatory memorandum to the initial bill (English)
  • Click here to download the initial bill (Dutch)
  • Click here to download an unofficial translation of the initial bill (English)

Second draft bill

  • Click here to download the second draft bill (Dutch)
  • Click here to download the second draft explanatory memorandum (Dutch)
  • Click here to download an unofficial translation of the second draft bill (English)
  • Click here to download an unofficial translation of the second draft explanatory memorandum (English)

First draft bill

  • Click here to download the first draft bill (Dutch)
  • Click here to download the first draft explanatory memorandum (Dutch)

More information

For more information, please contact Reinout Vriesendorp, Ferdinand Hengst or Niek Biegman.