Capital Markets

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.

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.

De Brauw has advised Stellantis on its EUR 1.5 billion share buyback programme. The programme's first tranche commenced on 17 March 2023 and it is expected to be completed at the latest by 19 June 2023. The first tranche will cover an amount of up to EUR 500 million. The common shares acquired will be cancelled in due course.

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.