How do Dutch laws and regulations govern M&A transactions?
In the Netherlands there aren’t specific M&A statutes or codes. Parties are free to determine their own rules for acquisition. These could include clauses on due diligence information qualifiers, confidentiality and knowledge. 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 typically involve share deals. acquisitions of shares) and legal mergers or demergers (where the majority or all of the liabilities or assets of the company that ceases exist are acquired and taken over by a different company). In cases where there is 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 dictate the procedure.
Individual shareholders, regardless of whether they hold a minority or majority 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 of providing sufficient details to all shareholders who are interested on the M&A deal in order for them to make an informed choice. Individual shareholders can stop the transaction if their target board does not do this.
Legal due diligence work streams include commercial contracts finance agreements, real estate (owned or lease), IP, pension and employment issues, and various other legal issues. Compliance issues, including corruption, anti-bribery, and money laundering as well as protection of data, are high on the agenda.
