Capital Markets

De Brauw has acted as lead counsel to Exor on a EUR 1 billion share buyback tender offer. 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 whatever price is ultimately determined to be the strike price (as a 'strike price tender'). 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.

De Brauw has acted as lead counsel to Exor in its EUR 3 billion sale of Ferrari N.V. common shares through an accelerated bookbuild offering, constituting the largest ABB in the Eurozone of at least the last 10 years. The transaction will reduce concentration in Exor's portfolio and allow for a sizeable new acquisition, when such an opportunity presents itself. Exor also intends to use a portion of the proceeds to launch a new EUR 1 billion share buyback program. Following completion of the transaction, Exor will remain Ferrari's single largest shareholder with c. 20% of the economic rights and c. 30% of the voting rights in Ferrari's share capital and remains fully committed as a long-term shareholder of Ferrari. In the context of the transaction, Exor has entered into a 360-day lock-up commitment, with respect to its remaining common shares of Ferrari. Ferrari participated in the ABB by purchasing c. 10% of the total offering for c. EUR 300 million.

De Brauw has advised HEINEKEN in connection with its two-year programme to repurchase own shares for an aggregate amount of EUR 1.5 billion. Heineken Holding, HEINEKEN's majority shareholder, intends to participate pro rata to its shareholding.

A 15% dividend withholding tax on the deemed distribution of taxable reserves in share buyback transactions is likely to be adopted in the Netherlands as of 1 January 2025.

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: