The Netherlands

Briefings in English - 2010

In its recent decision on ASMI the Supreme Court of the Netherlands confirmed that the strategy of a company is part of the management board’s competency. In principle, the management board is not required to involve shareholders before its decision making in matters of strategy or to enter into discussions with activist shareholders that disagree with the management board’s position. Furthermore, the supervisory board is not obliged to mediate in conflicts between the management board and the shareholders, and the management and supervisory board are free to appoint (strategic) advisers, even if these advisers play a crucial role with respect to the policies of the company. This briefing explains these and other findings and summarises their implications for Dutch businesses. (August 2010)

On 1 July 2010 a number of amendments in Dutch law entered into force. Some affect the rights and obligations of listed companies, their shareholders and works councils. These arise from implementation of the Act to implement the Shareholders Rights Directive (Shareholders Rights Directive Act). The act on the right of a public company’s works council to speak at the general meeting (the Public Company Works Council Act) also entered into force. This briefing outlines the main features of these amendments. (July 2010)

The Enterprise Chamber of Amsterdam’s Court of Appeal has given a decision whose implications extend beyond the companies involved in the case. It may affect how leveraged buyouts are structured and how portfolio companies of private equity sponsors need to be managed. This briefing outlines the decision’s main implications. (June 2010)

Recent studies confirm that the scramble for global talent is high on employers’ agendas. Global companies that were largely introspective, focusing on cost-cutting and downsizing during 2009, are now considering how best to adapt to dealing with those long-awaited ‘green shoots of recovery’. The steps taken during 2009 to reduce head count may not have left companies with the right blend of employee skill and experience to maximise the opportunities for recovery and therefore the search for global talent is now on. Employers are considering not just their own key staff, but, more important, are looking at the talent of their competitors.This guide gives a flavour of the types of protections available and associated issues that arise in some key jurisdictions. (April 2010)

This guide covers the main aspects of investing in commercial real estate in Austria, Belgium, England and Wales, France, Germany, Italy, the Netherlands and Spain. It summarises types of ownership and property rights, the acquisition process, legislative controls on the use and development of land and taxes and other costs involved in acquiring real estate. It is neither an exhaustive summary nor a detailed analysis of property-related legislation and therefore cannot replace detailed advice from qualified legal counsel on specific cases or transactions. (March 2010)

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