Financial Markets & Regulation

De Brauw is advising the Partners of leading infrastructure manager DIF Capital Partners on the sale of the business to CVC Capital Partners.The acquisition provides CVC with a leading infrastructure platform, directly adjacent and highly complementary to its existing private equity, secondary and credit strategies. In addition, the acquisition accelerates the growth of DIF, which will continue to operate under the DIF brand and retain independence over its operations and investment decisions. DIF will continue to be led by its current CEO and Partners. The combination creates a global private markets manager with seven complementary strategies and approximately €177 billion of total assets under management. DIF is headquartered in Amsterdam with €16 billion of assets under management, a team of over 225 professionals across 11 offices and operating two different investment strategies – the Core / Build-to-Core funds and the Core-plus funds. DIF was founded in 2005 and has built a leading position in mid-market infrastructure investments, primarily in Europe, North America and Australia.

On 30 June 2023, Aegon announced its intention to change its legal seat to Bermuda. As a result of the sale of its Dutch business to a.s.r., Aegon will no longer have a regulated insurance business in the Netherlands. DNB will therefore no longer be able to be Aegon's group supervisor, with group supervision to instead transfer to the Bermuda Monetary Authority (BMA). Aegon will maintain its headquarters in the Netherlands, will remain a Dutch tax resident and will continue to be listed on Euronext Amsterdam and on the New York Stock Exchange (NYSE). Aegon will also make certain amendments to its governance pursuant to becoming a Bermuda Ltd., including changing to a one-tier board. The matter involved many interesting aspects such as: - designing an unprecedented double cross border conversion: first a conversion from Aegon N.V. into Aegon S.A. - a Luxembourg entity - and subsequently from Aegon S.A. into Aegon Ltd. This was further complicated by the pending implementation of the Mobility Directive into Dutch law, which would have far reaching implications on the structure of the conversion if implemented prior to publication of the conversion proposal- designing a new governance structure for Aegon Ltd that (i) continues to take into account the interests of Aegon and its stakeholders, (ii) applies well-recognized and accepted international governance standards and (iii) preserves the current governance to the extent possible and practical in view of the change in legal domicile- extensive regulatory analysis and interaction with the various involved supervisors in order to arrive at a suitable solution for group supervision following the transaction with a.s.r.- due to Aegon's US listing, a US prospectus is required for the change in legal domicile, impacting the potential timelines for implementation- ensuring a set-up that would ensure that Aegon remains tax residence in the Netherlands, a key aspect for AegonThe matter showcased perfectly the integrated offering by De Brauw, with MACM, Corporate Advisory, FMR, Tax, F&R, EEB and Litigation teams working together seamlessly to be able to advise Aegon on the myriad of questions and issues that arose during the project.

De Brauw assisted Waterland Private Equity Investments (Waterland) as Dutch legal and regulatory counsel in relation to the closing of Waterland's ninth institutional flagship fund, Waterland Private Equity Fund IX ("WPEF IX") at EUR 3.5 billion, alongside Waterland Partnership Fund I ( "WPF I") at EUR 500 million. The funds closed at their respective hard caps four months after initial launch. WPEF IX will focus on investments in medium-sized companies in fragmented growth markets in Europe to finance organic and acquisitive growth. WPF I is the first fund of its kind under management of Waterland a natural extension of the Waterland platform. WPF I expects to make minority investments in a very select number of Waterland portfolio companies when these are exited.Interesting features comprised a stapled structure of multiple limited partnerships (CV's) under Dutch law and the use of feeder vehicles under Irish law. In addition to acting as Dutch legal and regulatory counsel, De Brauw also took on a coordinating role via its legal project management and data science department, with DocuSign and interactive subscription tools being used to make the fundraising process more efficient and streamlined.

The Corporate Sustainability Reporting Directive (CSRD) will need to be implemented into national law on several salient points by 6 July 2024. These include the applicability of the CSRD to listed companies, the rules on assurance of CSRD reports, and the designation of European Sustainability Reporting Standards (ESRS) as the relevant basis on which to report. The Dutch government published a draft implementing bill addressing the first two points on 17 July 2023. The consultation period ended on 10 September 2023.

On 28 June 2023, the European Commission proposed a new set of rules to further modernise payment services and open financial services data. In part, this package revises the Second Payment Services Directive (PSD2) and introduces a new Payment Services Regulation (PSR). According to the Commission, a revision of PSD2 was necessary as the payment services market has changed rapidly in recent years.

On 1 July 2023, the Future of Pensions Act (WTP) entered into force, leading to a major overhaul of the Dutch pension system, with future pension accrual being based on a defined contribution scheme. In our new guide – available in Dutch and English – we discuss the key elements of the WTP.