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

May 27, 2020
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Publications

The lower house of the Dutch parliament has passed a bill providing for court confirmation of extrajudicial restructuring plans bill (CERP). The bill offers an attractive Dutch alternative to the US’s Chapter 11 mechanism, and to the English Scheme of Arrangement. This new legislation will give Dutch 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.

The CERP bill 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 has now been unanimously approved by the lower house on 26 May 2020.

 

The next – and final – step in the legislative process will be deliberations in the upper house of the Dutch Parliament (Senate), where the bill can only be adopted or rejected in its entirety. In other words, there is no possibility to make any amendments to the existing language. Although no date has been scheduled, the Senate is expected to discuss CERP shortly, hopefully leading to its enactment in July or October this year.

 

Downloads (pending bill)

  • Click here for the bill as approved by the lower house of parliament and here for the English translation
  • Click here for our most recent article about the lower house approval of the bill
  • Click here for the Booklet explaining 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.

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