Insights

The European Green Deal aims to transition the EU internal market into a sustainable economy. Public and private entities are rallying behind this green ambition and working towards a new circular economic model. Because of the additional cost (and unavoidable price increase), it is sometimes a competitive disadvantage to be the first undertaking to move towards a more sustainable product or production process. To overcome this dilemma, competitors might want to take the first step together and create a level playing field. In such cases, competition law must be taken into consideration, as such a joint sustainability initiative might have anti-competitive effects. Businesses are increasingly looking for specific guidance from competition enforcers on how they can cooperate in pursuit of sustainability goals. We obtained some insights from our recent sustainability webinar where we discussed the European Commission's new policy brief.

On 28 September 2021, the Dutch Senate will vote on a new bill introducing a "one-third" diversity quota for supervisory boards of Dutch Amsterdam-listed companies and requiring "large" listed and non-listed Dutch NVs and BVs to set gender balance targets for the board and senior management levels. As several political parties have criticised the proposed legislation, the outcome of the vote is uncertain. If the bill is adopted, the government wants the new rules to take effect on 1 January 2022.

In our litigation practice we often see that Dutch law presents surprises to parties that concluded a commercial contract. This can relate to pre-contractual liability, interpretation, the validity of certain clauses and termination. Daan Beenders and Johan Valk wrote an article about this. They discuss a number of surprises and explain how the parties can prevent or mitigate these surprises and the associated risks as much as possible. The article was published in a Dutch law journal (Maandblad voor Vermogensrecht). Click here to read the online article (in Dutch) and here for an English translation in PDF.

An important milestone in the financial restructuring of the largest financial group in the Dutch Caribbean, De Brauw advised Central Bank of Curaçao and Sint Maarten ("CBCS") and ENNIA as seller on the sale of Banco di Caribe ("BdC"). Each of the target (BdC), the seller (ENNIA) and United (purchaser) are institutions with systemic importance in the Netherlands Antilles. The sale was set up as a competitive, limited auction. The sale of BDC to United Group Holdings N.V. marks an important step in the financial restructuring of the ENNIA Group, which has been under emergency regulations since 2018, and CBCS's efforts to maximize value and reduce risk for ENNIA and its policyholders.

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.

De Brauw advised Deutsche Telekom AG on the sale by Deutsche Telekom and Tele2 of T-Mobile Netherlands to an entity jointly controlled by funds advised by Apax Partners LLP and Warburg Pincus LLC for an enterprise value of EUR 5.1 billion.