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

19 July 2021

US listing of Italian luxury group Ermenegildo Zegna with USD 3.2 bn SPAC deal

De Brauw is advising Ermenegildo Zegna, a leading global luxury group in menswear, with presence in 80 countries through 296 directly operated stores, on its business combination with Investindustrial Acquistion Corp. (NYSE; IIAC), a special purpose acquisition company sponsored by investment subsidiaries of Investindustrial VII L.P. ("IIAC"). Following the combination, the combined company will be listed on the New York Stock Exchange with an anticipated initial enterprise value of USD 3.2 billion. The transaction is expected to close by the fourth quarter of 2021, subject to customary approvals and conditions and to IIAC's shareholders' vote.De Brauw acted as Dutch counsel alongside Sullivan & Cromwell.
11 July 2021

Van Lanschot Kempen simplifies group structure

De Brauw has assisted financial services group Van Lanschot Kempen with the simplification of its corporate structure. The restructuring reduces compliance and eliminates the minority interest deduction in relation to the AT1 and Tier 2 capital, thus improving the group's regulatory capital position.
10 July 2021

Z.B.G. Capital commits to tendering its shares under Infestos' recommended public takeover offer for Neways

Z.B.G. Capital - a company that invests in real estate development and investment (through Breevast), agriculture and in technology - has reached an agreement with Infestos Sustainability B.V. (Infestos) on its irrevocable commitment to tender all its shares in Neways Electronics International N.V. (Neways) under the recommended public takeover offer as announced by Infestos and Neways. De Brauw assisted Z.B.G. Capital on this transaction.

Insights

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.
24 June 2021

Modernising NV law: what next for corporate citizenship, virtual meetings and loyalty shares

The Dutch caretaker government has responded to recent recommendations on NV law modernisation made by a group of experts. The response includes several corporate governance-related motions by parliament. Although no concrete next steps were announced, we do get a glimpse of what changes to NV law may lie ahead.