Corporate Advisory & Corporate Governance

Reinier Kleipool
Martin van Olffen
Sven Dumoulin
+ 60 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

14 September 2021

CM.com EUR 100 million convertible bond offering

De Brauw advised CM.com, a global leader in cloud software for conversational commerce, on a EUR 100 million convertible bond offering. The convertible bonds due 2026 carry a coupon of 2.00%. The deal was facilitated by a concurrent placement of existing shares on behalf of certain subscribers for the bonds to hedge market risk ('delta placement') and a sale of 250,000 existing shares by the founders to develop real estate in the surroundings of the current CM.com offices in Breda for possible future expansion of CM.com’s headquarters.
18 August 2021

NN Group NV sells NN Investment Partners to Goldman Sachs for EUR 1.7 billion

De Brauw advised NN Group on the sale of its asset manager NN Investment Partners (NN IP) to Goldman Sachs Group, Inc. for total cash proceeds of EUR 1.7 billion. As part of the agreement, NN Group and Goldman Sachs Asset Management will enter into a ten-year strategic partnership under which the combined company will continue to provide asset management services to NN Group. The combination with Goldman Sachs gives NN IP a broader platform to accelerate its growth and further improve the offering and service to its clients. It will also allow NN Group to continue its successful cooperation with NN IP and to benefit from the strengths and complementary product propositions of Goldman Sachs.
18 August 2021

Minority investment by Bridgepoint in ACT, valuing ACT at over $1 Billion

ACT, the leading provider of custom market-based solutions for reducing carbon footprints, today announced a minority investment from Bridgepoint, the quoted private assets growth investor. Bridgepoint’s investment moves ACT to a new level of leadership in the environmental markets, valuing the company at more than USD 1 billion. As part of the transaction, Bridgepoint is buying out exiting investor Three Hills Capital Partners.

Insights

11 August 2021

Virtual meeting option extended to 1 October 2021

The emergency bill on coronavirus-related matters includes temporary facilities to mitigate the impact of the coronavirus outbreak on various aspects of society. For Dutch companies, the bill includes measures aimed at helping organise and time general meetings amidst the coronavirus pandemic, including the option of holding virtual shareholder meetings.
22 July 2021

EBA and ESMA publish new fit and proper AML knowledge guidance for the management level

Credit institutions and investments firms will need to meet new fit and proper AML knowledge requirements as of 31 December 2021. The European Banking Authority (EBA) and the European Securities and Markets Authority (ESMA) recently published joint guidelines on how these entities should assess the suitability of management board members and key function holders in accordance with the Capital Requirements Directive (CRD IV) and the Markets in Financial Instruments Directive (MiFID II). The revised guidelines provide that the suitability assessment should at least address whether the person in the management board who is responsible for AML implementation, has the required knowledge, experience and skills. The joint guidelines also contain a suitability requirement for the collective management body.
29 June 2021

3% UBO registration threshold proposed for trusts and funds for joint account

An implementing decree on the UBO registration for trusts and funds for joint account (fondsen voor gemene rekening) opened for consultation on 29 June 2021. The consultation period ends on 9 August 2021. This UBO register will be kept by the Chamber of Commerce in the Netherlands.