M&A Deals in the Netherlands

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

In the Netherlands there aren’t specific M&A laws or codes. Parties are free to decide on their own rules for acquisition. These could include clauses on due diligence information qualifiers, confidentiality and knowledge. For financial institutions with an address registered in the Netherlands the Merger code and the Public Takeover Bid Decree contain certain rules.

M&A deals in the Netherlands are typically share transactions. the acquisition of shares) and legal mergers or demergers (where all or part of the assets or liabilities of an entity that ceases exist are acquired and taken over by another company). In the event that an public 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 govern the procedure.

Dutch law and articles of association give M&A deal individual shareholders certain rights, regardless of whether they own an interest in a majority or minority in the target. The target board has the obligation to provide adequate information to all shareholders interested on the M&A deal to allow them to make an informed decision. If the target board fails in this regard then the shareholders may stop a transaction from taking place.

Common legal due diligence work streams (although the precise scope of this work will usually depend on the M&A scope, business of the target, and the structure of the deal) include commercial contracts (customer, supplier and distribution agreements) and financing agreements (bank and shareholder loans) Real estate (owned and leasing), IP and pension and employment matters. Compliance issues, including corruption, anti-bribery, and money laundering, as well as data protection, are important to be addressed.