Legal articles

Flexible restructuring bill passes important first hurdle in Netherlands

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. De Brauw expects the bill to come into force as early as July 2020, or possibly October 2020. This new legislation will give Dutc...

Virtual currency and custodian wallet providers must register as of 21 May 2020

Providers engaged in exchange services between virtual and fiat currencies, as well as custodian wallet providers, will have to apply to the Dutch Central Bank (DNB) for registration. This new requirement has been introduced to implement the amended Fourth Anti-Money Laundering Directive. To be eligible for registration, providers must have their corporate seat in an EU member state or have an EU ...

Introduction of M&A screening in the telecoms sector one step closer

Foreign direct investments in vital companies are receiving increased attention from the EU and its member states. In the Netherlands, a bill to prevent undesirable control in the telecommunications sector has passed through parliament and is likely to become law soon. The bill adds the Netherlands to a growing list of countries that are introducing screening mechanisms for M&A in vital sector...

Council of State rules on norms for low-frequency noise caused by Dutch wind farms

How to mitigate unpredictable or uncertain risks has become a pressing topic in these uncertain times. During the decision-making process for activities or developments that may entail uncertain risks, public authorities have to assess the level of precaution that should be taken. The Council of State, the highest administrative court in the Netherlands, recently considered whether this “pre...

Board gender diversity proposals up for consultation in the Netherlands

A draft bill introducing stricter gender diversity measures for Dutch listed companies and “large” listed and non-listed NVs and BVs is open for consultation. As expected, the draft bill is in line with the 2019 advisory report by the Dutch Social and Economic Council (SER). Dutch listed companies must comply with a quota of at least one-third for both women and men on supervisory and ...

Consultation launched on modernising Dutch NV regime

The government in the Netherlands has published a draft bill to modernise the public limited liability company (NV) regime and to remove administrative burdens. We outline the key changes here.   The draft bill also aims to improve gender diversity at the board and senior management level at large NVs and BVs. We have reported separately on this here....

Pension contributions during the crisis: postponing payment and key points for employers

Many companies are being strongly affected by the coronavirus crisis, facing a sharp decline in turnover, while fixed costs continue as if it were business as usual. In order to support employers, the Dutch government has issued NOW, a temporary scheme for emergency salary subsidies. But will NOW fully compensate those pension contributions that employers are supposed to continue pay? And if not, ...

DNB requests new powers to scrutinise reorganisations of insurers

The Dutch Central Bank (DNB) has requested a change in legislation to oblige insurance companies that have their seat in the Netherlands to obtain a declaration of no objection from the DNB before carrying out a financial or corporate reorganisation. The Minister of Finance has reacted positively to the request, confirming that a proposal is being prepared to enhance DNB’s powers of supervis...

Virtual general meetings become temporary option in the Netherlands

On 24 April 2020, an emergency act on coronavirus-related matters entered into force. The act aims to mitigate the impact of the coronavirus outbreak on various aspects of Dutch society. It includes temporary facilities for holding virtual general meetings. The implementation decree stipulates that the act has retroactive effect, covering meetings held on or after 16 March 2020.   The act als...

Going national: is government stakebuilding the new normal?

The European Commission is calling on EU member states to take measures to protect EU businesses from hostile takeovers by foreign investors or states (such as China, for example). According to Executive Vice President Margrethe Vestager, member states should use all options available to prevent situations where strategic EU businesses become vulnerable to opportunistic foreign investors or states...
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