Financial Markets & Regulation

DIF Capital Partners and NN Group have launched the Dutch Climate Action FundDe Brauw Blackstone Westbroek advised DIF Capital Partners on the set-up and closing of the Dutch Climate Action Fund. NN Group is a cornerstone investor with an initial commitment of EUR 125 million, and DIF will manage the fund. The Dutch Climate Action Fund will invest in projects and companies active in climate change solutions that envisage to support the Dutch energy transition. The fund is rising to this challenge by targeting investments that aim to support the reduction of carbon emissions in the Netherlands. These investments are targeted to be pioneers in their markets as well as investment in more traditional clean energy sections. The fund may invest in energy efficiency, e-mobility, energy storage and hydrogen, as well as in renewable energy generation such as onshore wind and solar farms. Renewable energy generation is expected to be a catalyst for electrification of industries, buildings and transportation, driving a significant part of emission reduction and therefore investment needs. The Dutch Climate Action Fund focuses on equity investments of up to EUR 25 million per investment. Specifically, the fund's investments target to support and promote the United Nations Sustainable Development Goals number 7 (affordable and clean energy), number 11 (sustainable cities and communities) as well as number 13 (climate action). Actual contribution to these SDGs, as well as reporting against the progress of achieving selected KPIs in relation to these SDGs, are targeted to be assessed for each investment opportunity. DIF Capital Partners is leading global independent infrastructure fund manager with ca. EUR 11 billion in assets under management across ten closed-end infrastructure funds and several co-investment vehicles. DIF invests in infrastructure companies and assets located primarily in Europe, the Americas, and Australia.

De Brauw has advised Achmea on its takeover of ABN AMRO Pensioeninstelling NV. This transaction gives Achmea an entrance into the Premium Pension Institution (PPI) market and enables the business to respond to the opportunities offered by the Pension Agreement.

De Brauw advises LeasePlan on its combination with ALDDe Brauw is advising LeasePlan on the acquisition by ALD S.A. of 100% of the shares in LeasePlan from a consortium led by TDR Capital for a cash and shares consideration of EUR 4.9 billion. After closing, which is expected by March 2023, the consortium will hold 30.75% of the ALD shares and Société Générale will hold 53% of the ALD shares.The contemplated combination of ALD and LeasePlan is expected to be highly synergetic and create an opportunity to cross-leverage the two companies’ complementary capabilities. As a leading global player in mobility worldwide, the combined business would be able to benefit from a fast-growing market driven by strong underlying megatrends, including the shift from ownership to usership, the data-driven digital transformation of the mobility industry, and the transition towards zero-emission and sustainable mobility.The De Brauw team is led by Corporate M&A partner Pete Lawley and Financial Markets Regulation partner Mariken van Loopik.

Earlier in 2022, following years of preparation, a bill on the future of the Dutch pension system was submitted to parliament. If passed, the new law will introduce several sweeping changes, notably that all future pensions will have to become defined contribution schemes.

On 1 January 2023, the Financial Markets Supervision Act will change, introducing a new scheme on remuneration at financial enterprises (such as banks and insurers). The new scheme includes a five-year statutory retention period for shares and other financial instruments that managing directors or employees receive as part of their fixed pay. In their remuneration policies, financial enterprises will also have to account for the relationship between the remuneration of their directors and employees and their social function. The new legislation includes a transitional regime. We describe the key features of the new law below.

The European Banking Authority (EBA) has published new guidelines on compliance management policies and procedures. The guidelines are set to affect the roles and responsibilities of management bodies, the AML/CFT compliance officer, and the organisation of the compliance function at group level. Credit or financial institutions must implement these into their policies and procedures per 1 December 2022. The new guidelines will complement guidelines issued by the European Supervisory Authorities (ESA) on wider governance arrangements and suitability checks.