Expertise/Corporate Advisory
& Corporate Governance
Corporate Advisory & Corporate Governance
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.
Contact
Reinier Kleipool
Partner
Martin van Olffen
Partner
Related expertise
Mergers & AcquisitionsCapital MarketsRecent Matters
31 May 2023
De Brauw advises Heineken N.V. on its participation in the EUR 3.7 billion (second) FEMSA selldown
De Brauw acted as lead counsel to Heineken N.V.
on the disposal by FEMSA of approximately EUR 3.7 billion in shares in
the Heineken group. Following its selldown in February of this year, FEMSA has now sold the remaining part of its interest in the Heineken group (representing approximately 6.0% of the combined
interest) through an accelerated bookbuild offering (ABB) for EUR 3.3
billion. Concurrently with this transaction, Heineken N.V. purchased EUR 333
million Heineken group shares under a bilateral agreement. The shares purchased by Heineken N.V. in this second selldown are subject to the dividend waiver arrangements agreed by Heineken N.V. and Heineken Holding N.V. in February. Upon completion of the disposal, FEMSA no longer holds
any shares in the Heineken group, other than the Heineken Holding N.V. shares
underlying the exchangeable bond.
13 May 2023De Brauw advises Eurocommercial Properties N.V. on its Euronext Milan listing
De Brauw
has advised Eurocommercial Properties N.V. on the Dutch law and regulatory aspects
of the listing of its shares on Euronext Milan. Eurocommercial was able to benefit from a Prospectus
Regulation exemption due to its listing on Euronext Amsterdam and Euronext
Brussels for more than 18 months, on the condition of the publication of a
summary document. The project required elaborate work on Dutch law, corporate
governance, clearing and settlement and other aspects to comply with stock
exchange and clearing and settlement rules and practical requirements. Trading in Milan will start on 16 May 2023.
4 May 2023De Brauw advised Triton Partners on the sale of Unica to Triton IV Continuation Fund
De Brauw advised Triton Partners on the sale of Unica (alongside three other portfolio companies) to a newly-formed vehicle, Triton IV Continuation Fund, which closed at €1.63 billion following a competitive auction process. Unica is a leading independent provider of technical services in the Netherlands, focused on end-to-end, sustainable solutions for utility buildings and industry. Unica is set to continue its growth journey through operational excellence and new add-on acquisitions via its proven M&A playbook. The business is further supported by market tailwinds in smart building and energy efficiency. De Brauw worked alongside Kirkland & Ellis, Thomessen and Linklaters to advise Triton on this complex multi asset fund to fund transaction, which provided Triton IV investors with a return of 3.7x on the combined invested capital, or the option to roll into the new vehicle to participate in the Portfolio Companies’ future growth.
Insights
30 May 2023
US-listed Dutch companies must adopt clawback policy under US Clawback Rules
With the final rules having been issued by the U.S. Securities and Exchange Commission, US stock exchanges will have to set listing standards requiring listed companies to adopt a clawback policy that provides for the recovery of erroneously awarded incentive-based compensation from former and current executive officers – known as US Clawback Rules. The SEC has also informally provided more guidance on the timing of the US Clawback Rules. Although the effective date of the US Clawback Rules is not yet certain, companies should prepare to have a final clawback policy ready for adoption by early August 2023. In this article, we describe the Dutch law considerations that US-listed Dutch companies should take into account when implementing the US Clawback Rules.
16 May 2023European directive to enhance gender equality in pay
An evaluation on equal pay conducted in 2020 found that applying the principle of equal pay as included in Directive 2006/54/EC (equal opportunities and equal treatment of men and women in matters of employment and occupations) was hindered by: (i) a lack of transparency in pay systems, (ii) a lack of legal certainty on what is considered work of equal value, and (iii) procedural obstacles faced by victims of pay discrimination. The facts support the findings: women in the European Union still earn less than men for equal work. The average gender pay gap in the EU ranges from 0.7% in Luxembourg to 22.3% in Latvia. With a pay gap of 14.2%, the Netherlands falls in the middle range.
15 March 2023Dutch Whistleblower Protection Act: how key provisions will affect organisations
In October 2019, a directive was adopted to enhance whistleblower protection across the European Union (see our previous article). To implement this directive, the Dutch Senate passed the Dutch Whistleblower Protection Act on 24 January 2023. Among other requirements, the new act amends requirements regarding reporting channels, and enhances protective and supportive measures for reporting parties. The act entered into force on 18 February 2023, except for certain provisions including those on enforcement and anonymous reporting. We highlight some changes introduced by the act that may significantly impact how organisations follow up on whistleblower reports.
