M&A Deals in the Netherlands
What are the Dutch laws and regulations govern M&A deals in the Netherlands?
While there are no specific M&A codes or statutes in the Netherlands Parties are typically allowed to come up with their own contractually governed acquisition rules. This could include rules on due diligence information qualifiers, confidentiality and knowledge. Particularly for financial sector businesses with a registered office in the Netherlands, there are also specific rules in the Merger Code and the Public Takeover Bid Decree.
M&A deals in the Netherlands are typically share transactions. the acquisition 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 assumed by a different company). If there is a public M&A deal is involved, Dutch law on works councils or (in absence of the body) the laws of the country of incorporation will govern the procedure.
Dutch law and articles of association grant shareholders certain rights, regardless of whether they hold an interest in a majority or minority in the target. The target board has an obligation to provide sufficient information to all shareholders regarding the M&A deal in order for them to make an informed decision. If the target board fails in this regard each shareholder can stop the transaction from going ahead.
Typical legal due diligence work streams (although the exact scope of this work may depend on the M&A scope, the business of the target, and the structure of the deal) include commercial contracts (customer, supplier and distribution agreements) as well as financing agreements (bank and shareholder loans), real estate (owned and leasing), IP and pension and employment concerns. Compliance issues like corruption and anti-bribery and money laundering, as well as data protection are also on the agenda.
