Legal articles

Below-threshold referrals to Commission may make all M&A deals subject to review

The European Commission is mending the tears in its jurisdictional net by targeting deals falling below EU and national quantitative thresholds while potentially being anti-competitive. Until recently, the Commission discouraged national competition authorities (NCAs) from referring transactions that did need to be notified in the member states. However, a recent merger control case as well as rec...

OECD commentaries – how they affect interpretation of double tax treaties after adoption

This article was written in collaboration with our Best Friends colleagues Yves Rutschmann and Victor Camatta at Bredin Prat, France.   OECD commentaries provide tax authorities, taxpayers and judges with key insights on how double tax treaties should be applied. But if recommendations change after a treaty has been adopted, their impact is less clear-cut and OECD member countries take differ...

Dutch government likely to extend virtual general meeting option to 1 August 2021

The emergency bill on coronavirus-related matters includes temporary facilities to mitigate the impact of the coronavirus outbreak on various aspects of society. For Dutch companies, the bill includes measures aimed at helping organise and time general meetings amidst the coronavirus pandemic, including the option of holding virtual shareholder meetings.   On 31 March 2021, a royal decree was...

Management of listed companies to get statutory timeout right

A new bill will take effect on 1 May 2021 allowing the management board of a Dutch listed company a statutory 250-day timeout (more often referred to as “statutory response time”). The bill was adopted by the Senate on 23 March 2021. In this article, we give an outline of its functionalities and impact.   The statutory response time may be invoked if shareholders request a change ...

Dutch pension system reform: timelines remain unchanged after public consultation

The Dutch legislature has consulted market participants about a draft bill on the future of the pension system. The consultation period has now ended and almost 500 market participants have expressed their views.   If passed, the new law would introduce several major changes over a four-year transition period as of early 2022. This significant reform of the Dutch pension system could have maj...

EU and UK extend toolkit to force review of M&A transactions

European and national competition authorities in member states are actively trying to review transactions that do not fall automatically under EU or national merger control, by referring cases to the Commission. At the same time, the UK Competition & Market Authority (CMA) seems to be developing an increasingly interventionist and vigilant approach to merger review. It uses the flexibility of ...

The WHOA in practice: with greater clarity, come teething problems

On 1 January 2021, the Act on Court Confirmation of Extrajudicial Restructuring Plans (WHOA) came into force. Also known as the “Dutch Scheme”, this new tool allows financial restructuring outside of insolvency proceedings. If certain formalities are met, courts can confirm an extrajudicial restructuring plan, making it binding on all affected creditors and shareholders regardless of t...

Consultation launched on new legal entity for social entrepreneurs

In July 2020, the Dutch government announced its plans to introduce the BVm (maatschappelijke BV) in Dutch corporate law – see our previous In Context article. The BVm is a new type of private limited liability company for social entrepreneurs active in addressing societal issues. The new type of legal entity will make it easier to identify companies with a positive impact on society. This wil...

China’s new Blocking Rules – more conflicting requirements for international business

China recently enacted Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other Measures. These “Blocking Rules” are designed to block the extraterritorial application of foreign laws and measures that may endanger the fundamental national security and economic interests of China and of Chinese entities. For example, they may prohibit Chinese en...

Pre-election update on Dutch corporate governance legislation

With a caretaker government in place and elections set for March 2021, we take a moment to look at the status of pending corporate governance legislation. The government has not declared any of these bills controversial, but the lower house election recess, lasting through 22 March 2021, may cause delays....
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