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

In the Netherlands, there are no specific M&A statutes or codes. Parties are free to choose their own rules for acquisition. This could include rules on due diligence, knowledge qualifiers and confidentiality. In particular for financial sector companies that have a registered office in the Netherlands, there are also specific rules in the Merger Code and the Public Takeover Bid Decree.

Typically, M&A transactions in the Netherlands are usually in the form of share deals (i.e. the acquisition of shares) and mergers and demergers can also be possible (where the assets and liabilities of a business cease to exist and are acquired by another company). If a public M&A deal is involved, Dutch law on works councils or (in absence of an entity) the laws of the country of incorporation determine the procedure.

Individual shareholders, whether they hold the majority or minority interest in the target company, are entitled to certain rights under Dutch law and the company’s articles of association. The target board has the obligation to provide adequate information to all interested shareholders on the M&A deal in order for them to make an informed choice. If the target board fails to do so, the individual shareholders can block a transaction.

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