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DUTCH UPDATE: Dutch Supreme Court Orders Government to Achieve 25% Reduction in Greenhouse Gas Emissions

On December 20, 2019 the highest court of the Netherlands upheld an earlier decision by a lower court that insufficient action to address climate change posed a “risk of irreversible changes to the worldwide ecosystems and liveability of our planet” and a “serious risk that the current generation of citizens will be confronted with loss … Continued

Editors’ Note: This article was co-authored by Leo Groothuis and Freerk Vermeulen, partners at NautaDutilh.

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DUTCH UPDATE: Legal entities in the Netherlands must register UBO from March 2020

Legal entities in the Netherlands must register UBO from March 2020 The much anticipated UBO register is expected to become operational in March 2020. The UBO register will be kept by the Netherlands Chamber of Commerce and will be separate from the Dutch Trade Register. All legal entities registered in the Netherlands, including foundations, must … Continued

This article was authored by Birgit Snijder-Kuipers, Senior Associate at De Brauw Blackstone Westbroek.

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DUTCH UPDATE – Dutch cooling-off period in face of shareholder activism or hostile take-over

Dutch cooling-off period in face of shareholder activism or hostile take-over On December 7, 2018, the Dutch government published draft legislation aimed at promoting a careful decision-making process in case of shareholder activism or a hostile takeover. If enacted in its current form, the proposal would introduce a statutory cooling-off period of up to 250 … Continued

Editor’s Note: Leo Groothuis advises clients on public M&A and on a wide variety of other domestic and cross-border transactions, as well as take-over defenses and shareholder activism. Paul van der Bijl focuses on IPOs, follow-on offerings, public M&A, anti-takeover defenses, corporate governance and complex cross-border transactions.

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DUTCH UPDATE – Shareholders’ Rights Directive implementation bill now before Parliament

Shareholders’ Rights Directive implementation bill now before Parliament On 16 October 2018, the bill for the implementation in Dutch law of the revised Shareholders’ Rights Directive (EU 2017/828) was submitted to the lower house of the Dutch parliament (Tweede Kamer). In this newsletter, we will describe the changes in the bill compared to the earlier … Continued

Editor's Note: Leo Groothuis advises clients on public M&A and on a wide variety of other domestic and cross-border transactions, as well as take-over defenses and shareholder activism. Geert Raaijmakers specializes in corporate governance, corporate structuring and joint ventures and on pension fund governance. Maarten Buma and Suzanne Rutten specialize in corporate law.

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EUROPEAN UPDATE – Guide to Public Takeovers in Europe 2016-2017

Executive Summary: The guide has been updated to reflect legal and regulatory changes made to the national takeover regimes since it was last published in April 2013. The Takeover Directive has been implemented in all of the countries which are covered. Its aim is to provide equivalent protection throughout the EU for minority shareholders of companies listed on an … Continued

Editors' Note: This guide summarises the main characteristics of the French, Dutch, German, Italian, Spanish and UK laws and regulations applying to public takeover offers as they stood at June 2016.

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DUTCH UPDATE – AkzoNobel v. Elliott: landmark case on board conduct in takeover situations

The Enterprise Chamber has ruled that a company’s response to an unsolicited takeover proposal falls within the board’s authority to determine the company’s strategy. The board does not have to consult with shareholders first, but remains accountable to shareholders for the company’s actions. The ruling sets out important viewpoints for board conduct and other aspects … Continued

Editors’ Note: Contributed by Geert Potjewijd, managing partner at De Brauw Blackstone Westbroek, and a member of XBMA’s Legal Roundtable, and Arne Grimme and Reinier Kleipool, partners at De Brauw Blackstone Westbroek. De Brauw Blackstone Westbroek is a leading Dutch law firm with broad expertise in M&A and governance matters.

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The Dutch Corporate Governance Code and The New Paradigm

Executive Summary/Highlights: The new Dutch Corporate Governance Code, issued December 8, 2016, provides an interesting analog to The New Paradigm, A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, issued September 2, 2016, by the International Business Council of the World Economic Forum. The new … Continued

Editors’ Note: This article was co-authored by Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles and Sara J. Lewis of Wachtell, Lipton, Rosen & Katz.

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Dutch Update – Private Company Law Simpler And More Flexible from 1 October 2012

Executive Summary/Highlights: The Act on simpler and more flexible laws of private limited liability companies (“BVs“) will come into force on 1 October 2012. The changes introduced by this Act will offer greater freedom in structuring BVs.  This article summarises the key changes and possibilities introduced by the new law. It also addresses a few … Continued

Editors’ Note:  Geert Potjewijd is a partner at De Brauw Blackstone Westbroek, resident in Beijing, and a member of XBMA’s Legal Roundtable.  This paper was authored by Prof. Martin van Olffen and Prof. Harm-Jan de Kluiver, both partners at De Brauw Blackstone Westbroek.  De Brauw Blackstone Westbroek is a leading Dutch M&A firm with broad expertise in Dutch governance matters.

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DUTCH UPDATE – Dutch Court Assumes International Jurisdiction and Declares An International Collective Settlement Binding

Highlights:  The Netherlands has become an attractive venue for settling international mass claims, irrespective of whether any litigation has taken place in the Netherlands. The Netherlands is the only European jurisdiction offering a procedure to declare a collective settlement binding on all class members on an “opt out” basis. Recently, the Amsterdam Court of Appeal … Continued

Editors’ Note: Kees Peijster and Geert Potjewijd are partners at De Brauw Blackstone Westbroek, resident in Amsterdam and Beijing, respectively, and are members of XBMA’s Legal Roundtable.  As leading Dutch M&A lawyers, they have broad expertise handling significant cross-border transactions involving China and the Netherlands.  The authors are Ruud Hermans, head of De Brauw´s corporate litigation, and Jan Tjeenk, partner in financial markets and corporate litigation.

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DUTCH UPDATE – New Legislation on Management and Supervision of Dutch Companies

Executive Summary/Highlights: New legislation, expected to become effective on July 1, 2012, introduces for the first time one-tier Dutch board structure, a single board comprising both executive and non-executive directors, as an alternative to the historical Dutch two-tier board structure where there is a management board and a separate supervisory board. Once the new bill … Continued

Editors’ Note:  Kees Peijster and Geert Potjewijd are partners at De Brauw Blackstone Westbroek, resident in Amsterdam and Beijing, respectively, and are members of XBMA’s Legal Roundtable.  They co-authored this paper with Marin van Olffen, who is also a partner at De Brauw Blackstone Westbroek.  De Brauw Blackstone Westbroek is a leading Dutch M&A firm with broad expertise in Dutch governance matters.

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