Insights

De Brauw has contributed to the 2023 editions of Getting the Deal Through - Private Equity (Transactions) and Private Equity (Fund Formation).

With the final rules having been issued by the U.S. Securities and Exchange Commission, US stock exchanges will have to set listing standards requiring listed companies to adopt a clawback policy that provides for the recovery of erroneously awarded incentive-based compensation from former and current executive officers – known as US Clawback Rules. The SEC has also informally provided more guidance on the timing of the US Clawback Rules. Although the effective date of the US Clawback Rules is not yet certain, companies should prepare to have a final clawback policy ready for adoption by early August 2023. In this article, we describe the Dutch law considerations that US-listed Dutch companies should take into account when implementing the US Clawback Rules.

Martje Verhoeven-de Vries Lentsch, Jonathan Soeharno and Kelly Admiraal have contributed to a practice note on Practical Law (Thomas Reuters), providing an overview of the laws in the Netherlands relating to the protection available to lawyer-client communications and the best practices for preserving the confidentiality, privilege, and secrecy in those communications in business and commercial situations.

It has been known for a while that women in detention in the Netherlands are confronted with misconduct by prison officers, including transgressive behaviour, abuse of power and sexual abuse. Confidentially reporting these abuses is virtually impossible, according to accounts from dozens of current and former detained women. Together with Bureau Clara Wichmann, Loonstein Advocaten and many of these women, De Brauw advocates for protecting the rights of detained women.

De Brauw acted as lead counsel to Heineken N.V. on the disposal by FEMSA of approximately EUR 3.7 billion in shares in the Heineken group. Following its selldown in February of this year, FEMSA has now sold the remaining part of its interest in the Heineken group (representing approximately 6.0% of the combined interest) through an accelerated bookbuild offering (ABB) for EUR 3.3 billion. Concurrently with this transaction, Heineken N.V. purchased EUR 333 million Heineken group shares under a bilateral agreement. The shares purchased by Heineken N.V. in this second selldown are subject to the dividend waiver arrangements agreed by Heineken N.V. and Heineken Holding N.V. in February. Upon completion of the disposal, FEMSA no longer holds any shares in the Heineken group, other than the Heineken Holding N.V. shares underlying the exchangeable bond.

De Brauw has advised Eurocommercial Properties N.V. on the Dutch law and regulatory aspects of the listing of its shares on Euronext Milan. Eurocommercial was able to benefit from a Prospectus Regulation exemption due to its listing on Euronext Amsterdam and Euronext Brussels for more than 18 months, on the condition of the publication of a summary document. The project required elaborate work on Dutch law, corporate governance, clearing and settlement and other aspects to comply with stock exchange and clearing and settlement rules and practical requirements. Trading in Milan will start on 16 May 2023.