M&A Deals in the Netherlands
What are the Dutch laws and regulations regulate M&A deals in the Netherlands?
Although there aren’t any specific M&A codes or statutes in the Netherlands parties are generally free to decide on their contract-governed acquisition rules. This could include provisions regarding due diligence, knowledge qualifiers and confidentiality. For financial institutions with a registered address in the Netherlands the Merger code and the Public Takeover Bid Decree contain certain rules.
Typically, M&A transactions in the Netherlands take the form of share deals (i.e. acquisitions of shares) and legal mergers and demergers are possible (where the assets and liabilities of a company cease to exist and are acquired by a different company). In cases where a public M&A transaction is involved, the Dutch works council law or (in the absence of such a body) the laws of the country of incorporation will govern the procedure.
Dutch law and articles of association confer individual shareholders certain M&A deal rights, regardless of whether or not they have a majority or minority stake in the target. The target board is obliged to provide all shareholders with sufficient information on the M&A transaction in order to make an informed decision. If the target board fails to provide this information and the shareholders are not informed, they can block a transaction.
Typical legal due diligence work streams (although the precise scope of this work will usually depend on the agreed M&A scope, the business of the target and structure of the transaction) include commercial contracts (customer distributor, supplier and agreements) and financing agreements (bank and shareholder loans) Real estate (owned and leased), IP and pension and employment issues. Compliance issues like anti-bribery and corruption and money laundering, as well as data protection are also on the agenda.
