New Dutch scheme: the Act on Court Confirmation of Extrajudicial Restructuring Plans

October 6, 2020

The Act on Court confirmation of extrajudicial restructuring plans bill (CERP) has been fully and finally approved and will be enacted shortly. This new legislation offers an attractive Dutch alternative to the US Chapter 11 mechanism, and to the English Scheme of Arrangement and Part 26A Plan. CERP gives both domestic and foreign companies a game-changing ability to safeguard their business continuity for the benefit of all stakeholders. Timing could not be better, given the challenges faced by so many companies during the Covid-19 pandemic.

CERP is the newest milestone in an extensive legislative history (see below). A first draft introducing extrajudicial, universally binding restructuring plans to the Netherlands went into public consultation on 14 August 2014. The proposal drawn up in 2013 by our partners Ruud Hermans and Reinout Vriesendorp heavily influenced this draft. The consultation feedback on the first draft led to a revised proposal. This was published for consultation on 5 September 2017. The response to the consultation resulted in the bill as submitted to parliament in the summer of 2019. With some last-minute amendments, the bill was unanimously approved by the lower house on 26 May 2020, and passed as a formality by the upper house on 6 October 2020.

 

The date CERP will enter into force is yet to be confirmed by the government, but CERP may be used as of today.

 

Downloads

  • Click here to download the bill as approved by the Dutch parliament (Dutch)
  • Click here to download an unofficial translation of the bill as approved by the Dutch parliament (English)
  • Click here to download our booklet explaining CERP
  • Click here to download an FAQ on CERP
  • Click here to download a Quick Reference Guide on CERP
  • Click here to download a comparison of CERP with the US Chapter 11 and the UK Scheme of Arrangement and Part 26A Plan
  • Click here for our most recent article about the lower house approval of the bill
  • Click here to download the bill including the revisions pursuant to the memorandum of amendment (Dutch)
  • Click here to download the initial bill (Dutch)
  • Click here to download the explanatory memorandum to the initial bill (Dutch)
  • Click here to download the report of the Parliamentary Standing Committee on Justice on the bill (Dutch)
  • Click here to download the note on the report on the bill (Dutch)
  • Click here to download the memorandum of amendment (Dutch)
  • Click here to download the bill (unofficial English translation)
  • Click here to download the bill including revisions pursuant to the memorandum of amendment (unofficial English translation)
  • Click here to download the explanatory memorandum (unofficial English translation)

 

Second draft bill

  • Click here for our Legal Alert on the second draft bill
  • Click here to download the second draft bill (Dutch)
  • Click here to download the second draft explanatory memorandum (Dutch)
  • Click here to download the second draft bill (unofficial English translation)
  • Click here to download the second draft explanatory memorandum (unofficial English translation)

 

First draft bill

  • Click here to download the first draft bill (Dutch)
  • Click here to download the first draft explanatory memorandum (Dutch)

 

Publications

  • Click here for De Brauw publications on CERP
  • Click here for other publications on CERP

 

More information

For more information, please contact Reinout Vriesendorp, Ferdinand Hengst or Niek Biegman.

We keep track of you on our site with cookies, in order to offer the basic functionality of the website and generate user statistics on an anonymous basis to make our website more user-friendly. We do not use or share your data with third parties for advertising purposes.