What are the Dutch laws and regulations regulate M&A deals in the Netherlands?

While there aren’t any specific M&A codes or statutes in the Netherlands parties are generally free to agree on their contractually-governed acquisition guidelines. 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 guidelines.

M&A deals in the Netherlands are usually share deals. acquisitions 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 assumed by another company). If it is a public M&A deal is involved, Dutch law on works councils or (in absence of such the body) the laws of the country of incorporation govern the procedure.

Dutch law and articles of association give shareholders certain rights regardless of whether or not they have a majority or minority stake in the target. The target board is obligated to provide all shareholders with enough M&A deal information regarding the M&A transaction to make an informed decision. If the target board fails to provide this information each shareholder can block a transaction.

Legal due diligence work streams include commercial contracts, financing agreements as well as real estate (owned or lease) IP, employment and pension issues, as well as other lawful issues. Compliance issues like anti-bribery and corruption and money laundering, as well as data protection are also on the agenda.