Domestic and international, corporate and financial transactions

... at home and abroad, with tax authorities and with clients: our expertise pivots.

Our team of Tax experts excels in M&A and intra-group reorganisations, capital markets and structured finance transactions, assisting large Dutch and non-Dutch multinational companies and banks with their complex tax matters.

Across the full gambit of Dutch tax law, (including corporate income tax and dividend withholding tax), and all international tax issues, we provide tailored advice for our clients. We frequently negotiate their tax matters with the Dutch Tax Authorities, and with a substantial legal opinion practice, we regularly provide assistance to foreign counsel on the Dutch tax aspects of corporate and financial transactions.

We also advise on the tax aspects of innovative financial instruments, stock option and shares plans, and provides advice on the structuring and analysis of investment funds for retail and institutional investors, as well as the private equity industry.

Recent Matters

13 October 2021

Gasunie issues inaugural sustainability-linked bond

De Brauw assists Gasunie with the issuance of its inaugural Sustainability-Linked BondN.V. Nederlandse Gasunie has successfully issued its inaugural Sustainability-Linked Bond (SLB). The issue amounts to EUR 300 million with a tenor of 15 years, maturing on 13 October 2036. Gasunie is the first company in the European gas transmission sector to issue a SLB. The bond was issued in accordance with Gasunie's recently published Sustainability-Linked Bond Framework, which follows the ICMA Sustainability-Linked Bonds Principles. The adoption of this framework is part of Gasunie's efforts to broaden its ESG financing sources.De Brauw is pleased to have been able to assist its long-term client Gasunie with the establishment of its Sustainability-Linked Bond Framework and incorporate this framework into the Euro Medium Term Note programme in the form of two ambitious ESG targets. This first-of-a-kind issuance for Gasunie underlines the broader market trend of an increased focus on the ESG aspects of financing arrangements. Next to the rise of sustainability-linked financing arrangements (in which the ESG performance is linked to certain financial consequences), there is also a lot of activity in the green bond market, where the proceeds are used for certain eligible green projects.
4 October 2021

EQT Infrastructure V and Stonepeak to acquire DELTA Fiber

De Brauw advised EQT Infrastructure V ("EQT V") and Stonepeak on their acquisition of DELTA Fiber from EQT Infrastructure III. DELTA Fiber is a leading owner and operator of fiber-to-the-home telecom infrastructure in the Netherlands. EQT V and Stonepeak will each hold a 50 percent stake in DELTA Fiber and co-control the company, supported by a strong advisory board of industry professionals. DELTA Fiber will benefit from the parties' significant combined expertise in the digital infrastructure sector and vast track record in fiber rollout across the Netherlands and Europe. Together, EQT V and Stonepeak are committed to investing significantly in the continued digitalisation of the Dutch society by accelerating DELTA Fiber's fiber rollout in the Netherlands and supporting its ambition to connect two million Dutch households to fiber by 2025. The transaction is subject to customary closing conditions, including regulatory approvals and consultation with employee representatives.
14 September 2021

CM.com EUR 100 million convertible bond offering

De Brauw advised CM.com, a global leader in cloud software for conversational commerce, on a EUR 100 million convertible bond offering. The convertible bonds due 2026 carry a coupon of 2.00%. The deal was facilitated by a concurrent placement of existing shares on behalf of certain subscribers for the bonds to hedge market risk ('delta placement') and a sale of 250,000 existing shares by the founders to develop real estate in the surroundings of the current CM.com offices in Breda for possible future expansion of CM.com’s headquarters.

Clients cite 'pragmatism, high quality of service, pro-active, a good level of awareness', and 'excellent tax technical know-how'. It 'provides for a comforting cooperation, even on the most complex of matters'.

Legal 500, 2021
Legal 500, 2021
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Tax Dispute Resolution

We have a strong track record of developing innovative and holistic strategies for resolving tax disputes, and we are pioneers in international dispute resolution mechanisms. Due to our unique position, we can assist regardless of the authority involved or what type of proceedings this concerns.

Our fully integrated team of market-leading tax and litigation lawyers combine their extensive knowledge of, and proven expertise in, cross-border and domestic tax issues, with their unrivalled capacity to handle (often high-profile) tax disputes.

Our international outlook guarantees a truly coherent strategy to deliver on cross-border matters, such as where MNE or investment management and fund structures are concerned. Our independence and privilege protection assures an unbiased approach.

Insights

28 June 2021

Taxpayers face difficult choices in seeking resolution for international tax disputes

Multinational companies increasingly face situations where two or more countries seek to tax the same profits. Recently enacted and upcoming legislative changes aim to address the perceived undertaxation of multinationals, and to redistribute taxing rights on corporate profits to "market jurisdictions". The origins of these changes include the OECD's BEPS Project, the political agreement among the G7 on radical changes to the taxation of multinationals, and the ambitious business taxation reforms announced by the European Commission. As the new regulations are likely overreaching, complex and untested and tax authorities are taking a more assertive attitude, risks of multiple taxation will inevitably rise.
15 April 2021

OECD commentaries – how they affect interpretation of double tax treaties after adoption

(This article was written in collaboration with our Best Friends colleagues Yves Rutschmann and Victor Camatta at Bredin Prat, France). OECD commentaries provide tax authorities, taxpayers and judges with key insights on how double tax treaties should be applied. But if recommendations change after a treaty has been adopted, their impact is less clear-cut and OECD member countries take different positions on this.
16 December 2020

Dutch Supreme Court goes back to roots of participation exemption

For the first time in nearly 18 years, the Supreme Court has had the opportunity to shed light on the applicability of the participation exemption to benefits derived from uncovered call options. In its decision of 6 November 2020, the Supreme Court ruled that only covered call options can constitute a participation within the meaning of the participation exemption under Dutch tax law. By issuing this ruling, the Supreme Court emphasised the ne bis in idem principle that forms the basis of the participation exemption. However, benefits derived from the sale of shares that form a participation are not always exempt. The Supreme Court has reiterated that benefits must originate from an increase in value of the underlying participation. A benefit obtained by using a loophole in regulation – such as benefits obtained from German cum/ex trades – does not qualify as such and therefore cannot be exempt under the participation exemption.