Insights

The Blocking Statute prohibits EU persons from complying with certain US sanctions against Cuba and Iran. In its first ever preliminary ruling on the topic, the CJEU found that the termination of a contract that violates this prohibition does not necessarily need to be annulled if this would have a disproportionate effect on the terminating party. This ruling seems to somewhat ease the dilemma of EU companies that want to end contracts to avoid potentially severe US sanction enforcement measures. How this will work out in practice remains to be seen. But companies terminating contracts to comply with US sanctions may still face other measures, such as monetary penalties, that aim to protect the interests of the affected counterparties to a contract.

A recent amendment of the European Insolvency Regulation recast (EIR recast) means that the public version of the "WHOA", also known as the Dutch scheme, falls in the regulation's scope as of 9 January 2022. This is relevant for cross-border restructurings, most notably because the effect of a public Dutch scheme will be automatically recognised in the EU (except for Denmark and Ireland, which are not parties to the amendment). Given that the Dutch scheme provides great flexibility in the design of the restructuring plan and offers various tools to reach a consensual deal with a qualifying majority of creditors, automatic recognition will make the public version a powerful cross-border restructuring tool. The Dutch scheme's private version remains outside of the EIR recast's scope, but might be recognised based on other treaties or domestic private international law.

The Corporate Governance Monitoring Committee has published its report on compliance with the Corporate Governance Code by Dutch listed companies for financial year 2020. This year, the Monitoring Committee has focused on the quality of reporting on the Code's five key themes. The Committee investigated to what extent companies provide insight in how they have complied with the Code's principles and best practices when it comes to these themes. Based on the advice the Committee seems to provide about the scope of the Code's "reporting provisions", companies are expected to also provide insight on how they complied with the Code's "conduct-related provisions" that apply on a comply-or-explain basis. The Committee encourages boards to provide more insight into the relevant dilemmas and challenges they faced in complying with the conduct-related provisions, how these were addressed, and how this has impacted the business.

https://nieuws.nederlandseloterij.nl/nederlandse-loterij-neemt-meerderheidsbelang-in-lotify/

De Brauw advised COFRA on the acquisition of Dalsem, a leading developer of high-tech greenhouses. This is COFRA's second investment in the sustainable food sector and the next step in COFRA's ongoing diversification strategy focused on tackling the biggest social and environmental challenges facing our world.

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.