Corporate Advisory & Corporate Governance

+ 53 other experts

Specialists in corporate advice

... with unrivalled expertise across the full spectrum of corporate matters. We handle complex national and cross-border transactions and are a trusted adviser for both private and public clients.

We advise on the response measures and corporate governance aspects of shareholder activism or hostile takeovers, restructuring, joint ventures, the corporate governance aspects of an upcoming IPO, and much more. We are the principal corporate legal adviser for many publicly listed clients on Euronext Amsterdam and abroad, and are equally proud to assist start-ups with the experience we have in both mature and new or developing markets.

Our experts repeatedly contribute to initiating, shaping and acting at the forefront of major new corporate law developments, and take pride in going the extra mile to find creative solutions for our clients, understanding their business context and the jurisdictions in which they operate. Our Corporate Advisory experts are at the heart of what we do as a firm and their expertise permeates throughout our complex matters across all areas of expertise.

Recent Matters

28 September 2023

De Brauw acts as Dutch counsel to Warburg Pincus in its investment in Nord Security

De Brauw acted as Dutch counsel to Warburg Pincus in its USD 100 million minority investment in Nord Security, a global leader in internet privacy and security solutions.
14 September 2023

De Brauw advises Exor on EUR 750 million buyback tender offer

De Brauw has acted as lead counsel to Exor on a – for the Netherlands - rare tender offer to repurchase ordinary shares. The EUR 750 million tender offer is part of a larger EUR 1 billion share buy-back program. The tender offer will be executed via a reverse "Dutch auction", allowing qualifying shareholders to select the price at which they wish to sell their shares back to Exor within a pre-determined price range, extending in 1% increments, from a 3% discount to a 10% premium over a VWAP reference price. The tender offer is supported by Exor majority shareholder Giovanni Agnelli B.V., which has committed to participate for an amount of up to EUR 250 million at or above the reference price. As trusted lead legal adviser to Exor, De Brauw was involved in all strategic and legal aspects of the tender offer, the majority shareholder commitment, and the drafting of documentation including the offer memorandum.
14 August 2023

De Brauw advises Philips on relationship agreement with Exor as cornerstone

We advised Koninklijke Philips N.V., a global leader in health technology, on entering into a relationship agreement with EXOR N.V., a diversified holding company controlled by the Agnelli family, as a cornerstone investor.

Insights

13 September 2023

CSRD: key steps taken towards implementation in Netherlands and finalising ESRS

The Corporate Sustainability Reporting Directive (CSRD) will need to be implemented into national law on several salient points by 6 July 2024. These include the applicability of the CSRD to listed companies, the rules on assurance of CSRD reports, and the designation of European Sustainability Reporting Standards (ESRS) as the relevant basis on which to report. The Dutch government published a draft implementing bill addressing the first two points on 17 July 2023. The consultation period ended on 10 September 2023.
19 July 2023

NV articles to provide for supervisory director vacancies and inability to act from 2024

Most of the provisions of the Dutch bill on the management and supervision of legal entities took effect on 1 July 2021. But in June 2021, a royal decree delayed the entry into force of some of the bill's provisions to give more clarity to NVs. The delay centred on the requirement for NVs to include arrangements in their articles of association on supervisory board vacancies and on supervisory directors being unable to act. Due to the lack of a transitional scheme for NVs, this requirement needed to be postponed.
17 July 2023

Dutch bill on cross-border conversion, merger and demerger to enter into force on 1 September 2023

The bill implementing the European Mobility Directive in the Netherlands was adopted without further debate by the Dutch House of Representatives on 1 June 2023 and the Dutch Senate on 27 June 2023. A date for entry into force has now been set. The new framework for cross-border mergers, demergers and conversions within the EU will apply as of 1 September 2023.