Capital Markets

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.

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.

De Brauw advises Beter Bed on the recommended all-cash public offer by Torqx Capital Partners

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.

On 20 December 2022, the Monitoring Committee presented an update of the Dutch Corporate Governance Code. The 2022 Code:

Draft anti-money laundering legislation has been submitted to the lower house in the Netherlands: (i) limiting cash handled by traders in goods to EUR 3,000, (ii) enabling banks to outsource transaction monitoring and (iii) requiring AML-regulated institutions to exchange client information in high-risk situations.