Financial Markets & Regulation

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.

De Brauw advised AEGON, a leading multinational life insurance, pensions and asset management company, on the combination of its Dutch operations with a.s.r., a leading Dutch insurance group. The deal is valued at EUR 4.9 billion. In connection with the transaction, AEGON and a.s.r. have agreed certain arrangements regarding the provision of asset management services by AEGON for the enlarged a.s.r. group and AEGON's governance rights in a.s.r., including the right to nominate initially two members to the supervisory board with one such supervisory board member having an affirmative vote for certain resolutions, including dilutive transactions and material M&A.The deal signifies a transformative transaction for both AEGON and a.s.r., creating a champion in the Dutch pension, life, and non-life insurance markets.

De Brauw is advising Athora Netherlands on the acquisition of WTW's premium pension institution (PPI) in the Netherlands. The parties announced on 18 October 2022 that they have agreed on Athora Netherlands' takeover of the PPI. The transaction is expected to close early 2023, subject to regulatory approvals and the consultation of employee representative bodies. After the closing of the transaction, the PPI will become an integrated part of Athora Netherlands' market leading Zwitserleven PPI. The combined scale and capability will provide the opportunity for greater innovation and enhanced services for clients and members.

The Digital Operational Resilience Act (DORA) – EU legislation in force since 16 January 2023 – sets out requirements for ICT security systems that support the business processes of financial entities. DORA's aim is to centralise legislation related to ICT compliance, but this does not mean it is a mere collection of existing obligations. The requirements laid down in DORA are likely to have a substantial impact on how financial entities arrange the governance of their ICT risks. The industry has been given two years to prepare and implement the necessary changes before DORA starts applying on 17 January 2025. While this may seem far away, significant action is likely to be needed, and financial entities are advised to start preparations as soon as possible.

In this article, we briefly discuss the impact of recent Credit Suisse events on the EEA banking landscape and signal potential trends for further consolidation to protect banks and bond holders.

2020 marked the start of Europe's Digital Decade, an ambitious policy programme that sets the groundwork for having a complete digital transformation of Europe by 2030. When first announced by the Commission, the programme threatened to be yet another drawn-out project, destined to be mired in political debate and unlikely to have any real-world impact for the foreseeable future. But a mere two years into the project, a different story unfolds: the European Union has kicked one of the most significant reforms in Europe into high gear. With no fewer than 13 fast-tracked legislative proposals, it looks like the Digital Decade will be completed in half of the expected time.