M&A Deals in the Netherlands

How do Dutch laws and regulations regulate M&A deals?

In the Netherlands, there are no specific M&A laws or codes. Parties can decide on their own rules for acquisition. This may include provisions on due diligence, knowledge qualifiers, and confidentiality. For financial companies with a registered address in the Netherlands, the Merger code and the Public Takeover Bid Decree contain certain guidelines.

M&A deals in the Netherlands are typically share deals. acquisitions of shares) and legal mergers or demergers (where all or a portion of the liabilities or assets of the company that ceases to exist are acquired and taken over by another company). If there is a public M&A deal is involved, Dutch law on works councils or (in absence of the body) the laws from the country of incorporation govern the procedure.

Individual shareholders, regardless of whether they have an interest in a majority or minority in the target company, have certain rights under M&A deal Dutch law and the company’s articles of association. The target board has an obligation to provide complete details to all shareholders who are interested regarding the M&A deal to allow them to make an informed choice. Individual shareholders may halt an M&A transaction if the target board does not take this action.

The typical legal due diligence work streams (although the exact scope of this work will usually depend on the M&A scope, the business of the target and the structure of the transaction) include commercial contracts (customer, supplier and distribution agreements), financing agreements (bank and shareholder loans) and real estate (owned and leased) IP, pension and employment matters. Compliance issues, such as corruption, anti-bribery and money laundering as well as data protection, are high on the agenda.