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

15 June 2021

Parcom and founders sell majority stake in GoodHabitz to Prosus

De Brauw advised Parcom and GoodHabitz's founders on the sale of a majority stake in GoodHabitz to Prosus. GoodHabitz is a fast-growing provider of online-training for the corporate market with eight offices throughout Europe.
10 June 2021

IMCD acquires Shanghai Yuanhe Chemicals in China

De Brauw assisted IMCD in its acquisition of Shanghai Yuanhe Chemicals in China. Shanghai Yuanhe is a specialty coatings, textile and ink solution distributor in China. The acquisition is a strategic move of IMCD into the Chinese coatings market, complementing IMCD's sustainability ambition of its global Coatings & Construction Business Group.The transaction is announced and completed in June 2021.
10 June 2021

Kloosterboer Group acquired by Lineage Logistics

De Brauw assisted the Kloosterboer family on the sale of Kloosterboer Group to Lineage Logistics. Lineage Logistics, one of the world’s leading and most innovative temperature-controlled industrial REIT and logistics solution providers, reached agreement to acquire the Dutch family-owned Kloosterboer Group, a leading independent integrated platform for temperature-controlled storage, logistics and value-added services in Europe.The Kloosterboer family will continue to be involved in the Kloosterboer Group, becoming investors in Lineage and rolling a part of their sale proceeds into Lineage equity.The transaction is subject to regulatory clearance and completion of the employee consultation process.

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
Landscape debrauw paper warm grey low res 2

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

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.
17 November 2020

Foreign investment funds can get Dutch dividend withholding tax refund, on strict terms

The Dutch Supreme Court recently issued its ruling in the Köln Aktienfonds Deka (KA DEKA) case. Taking into account the ECJ's decisions in KA DEKA and Fidelity Funds, the Dutch Supreme Court - reversing its 2015 decision – ruled that foreign investment funds qualifying as Undertakings for Collective Investment in Transferable Securities (UCITS) are in principle objectively comparable with Dutch resident Fiscal Investment Institutions (FIIs). This means that, based on the EU principle of free movement of capital, foreign investment funds may be eligible for a refund of Dutch withholding tax paid on dividends derived from investments in shares in Dutch companies. This is conditional on these funds meeting the shareholder and distribution requirements that apply to Dutch FIIs. In addition, the foreign funds must agree to make a "substitute payment" to the Dutch tax authorities (DTA) to qualify for an actual refund. Although the ruling acknowledges foreign investment funds' right to a refund, it remains to be seen how many of them will be able to validate their claims in practice. Furthermore, it is not certain whether the requirements that must be met to actually qualify for the refund are compatible with EU law in all respects.