Financial Markets & Regulation

De Brauw advised Novo Nordisk on the establishment of its and its wholly-owned subsidiary Novo Nordisk Finance (Netherlands) B.V.'s EUR 5 billion EMTN programme. The EMTN programme provides a framework for issuance of senior unsecured notes up to an aggregated principal amount of EUR 5 billion.

De Brauw has advised on the sale of the EUR 900 million mortgage loan portfolio of PVF Zakelijke Hypotheekfonds.

De Brauw Blackstone Westbroek, working as a combined team with Cravath, Swaine & Moore LLP and Slaughter and May, is advising Just Eat Takeaway.com on its announced USD 7.3 billion all-stock acquisition of Grubhub Inc., which would create the world’s largest online food delivery company outside of China. The combined group will be built around four of the world’s largest profit pools in online food delivery: the US, the UK, the Netherlands and Germany, increasing the Combined Group’s ability to deploy capital and resources to strengthen its competitive positions in all its markets. Just Eat Takeaway.com is listed on Euronext Amsterdam and the Main Market of the London Stock Exchange and will introduce an ADR listing in the US. As adviser to Just Eat Takeaway.com, the intricacies of this transaction required a multi-expertise approach whereby experts from various practices including M&A, corporate advisory, capital markets, competition law, employment and employment benefits, tax and financial regulatory were involved. Team effort by: Klaas de Vries, Reinier Kleipool, Tijmen Klein Bronsvoort, Gert Slatman, Max Lamb, Gaby Smeenk, Jan Willem Hoevers, Vivian Lee, Josse Klijnsma, Helen Gornall, Evija Butane, Barbara Kloppert, Daniël van Gerven, Henk van Ravenhorst, Vera Gal, Mariken van Loopik, Maurits ter Haar and Bas Boutellier

Can in-house counsel admitted to a non-Dutch bar invoke legal privilege in the Netherlands? The Rotterdam District Court has ruled that these "foreign in-house counsel'' can – if they have that right under the jurisdiction where they work. In addition, if they work in the Netherlands, they must also meet specific criteria set by the Netherlands Bar. According to the court, foreign in-house counsel practising in the Netherlands should be treated the same as Dutch in-house counsel. The latter are required to sign a professional charter – a document that guarantees their independence and is signed by both employer and in-house counsel – in order to invoke legal privilege. Although the ruling is not final, it is important to consider its implications. To err on the side of caution, we recommend that clients who employ foreign in-house counsel make sure that their charters are in order and signed and record that the standards required by this charter have thus far been upheld.

Sustainability interests and environmental, social and governance (ESG) factors have become mainstream and are an increasing area of attention for companies. Recent developments, in particular the COVID-19 pandemic and the rise of the BLM movement, cast more light on corporate resilience, purpose and responsibility and on companies' impact on their stakeholders, the wider society and the environment. So how will corporates and financial institutions navigate the many policy areas, dilemmas and views that relate to sustainability? And how should boards view their ESG duties and responsibilities in the context of recent developments? In this article, we discuss some of the most eye-catching legislative sustainability developments in the first half of 2020. We look at the 2020 AGM season, Dutch and European legislation, and the current focus of financial supervisory authorities on sustainability risks.

The Supreme Court decided on 10 July 2020 that banks can validly assign credit claims to non-banks, also if the underlying loans are non-performing or have been terminated. It also decided that if the assignee is not a bank, it can be required to observe the same duty of care towards debtors as would apply to a bank under the given circumstances. As such, the Supreme Court's decision not only confirms existing practice, but also provides guidance for future securitisations of Dutch loans.