M&A Deals in the Netherlands

What Dutch laws and regulations govern M&A deals?

In the Netherlands, there are no specific M&A laws or codes. Parties are free to choose their own rules for acquisition. This may include rules on due diligence, knowledge qualifiers and confidentiality. Particularly for financial sector companies with a registered address in the Netherlands, there are also certain rules contained in the Merger Code and the Public Takeover Bid Decree.

M&A deals in the Netherlands are typically share deals. the acquisition of shares) and legal mergers or demergers (where all or a part of the assets or liabilities 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 an organization) the laws from the country of incorporation will govern the procedure.

Individual shareholders, whether they have the majority or minority interest in the target company, have certain rights under Dutch law and the company’s articles of association. The target board is required to provide all interested shareholders with adequate information regarding the M&A transaction to make an informed decision. Shareholders can halt an M&A transaction if the target board fails to provide this information.

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