What are the Dutch laws and regulations apply to M&A deals?
In the Netherlands, there are no specific M&A statutes or codes. Parties can decide on their own rules of acquisition. This could include rules on due diligence, knowledge qualifiers and confidentiality. For financial sector companies that have a registered address in the Netherlands, the Merger code and the Public Takeover Bid Decree contain certain rules.
M&A deals in the Netherlands typically involve share deals. mergers and acquisitions of shares). Legal mergers and demergers are possible (where the assets and liabilities of a business cease to exist and are purchased by another company). In the event of the public sector is involved in an M&A transaction is involved the Dutch works council law or (in the absence of a such body) the laws of the country of incorporation will determine the procedure.
Individual shareholders, regardless of whether they hold the majority or minority interest in the target company, have certain rights under Dutch law and the company’s articles of association. The target board is under the obligation to provide adequate information to all shareholders interested regarding the M&A deal in order for them to make an informed decision. If the target board fails to do so and the shareholders M&A deal are not informed, they can prevent a transaction from proceeding.
The most common legal due diligence streams (although the exact scope of this work may depend on the M&A scope, the business of the target and structure of the deal) include commercial contracts (customer, supplier and distribution agreements), financing agreements (bank and shareholder loans) Real estate (owned and leased) IP, pension and employment issues. Compliance issues like corruption and anti-bribery as well as money laundering and data protection are also on the agenda.