Boekel De Nerée

Boekel De Nerée: real estate leader in the Netherlands

Boekel De Nerée has been named by PropertyNL as one of the leading law firms for real estate in the Netherlands. In September, PropertyNL published the results of its annual survey of the Top 20 Real Estate Lawyers. Together with Loyens & Loeff and Houthoff Buruma, Boekel De Nerée was named as one of the 'Big 3' and described as the largest real estate specialist in the Netherlands. Achieving...

Boekel De Nerée advised the venture capital firm Updata Partners on its participation in software company RES Software

Updata Partners is a growth stage venture capital and private equity firm focused on investing in software and technology-driven business services companies. Updata Partners invests at the expansion phase of a company’s lifecycle in sectors where it can apply its operating experience and industry network to create value. Updata Partners work closely with its portfolio companies to enhance their...

Boekel De Nerée wins ACQ Finance's Best Law Firm in the Netherlands 2009 Award

Readers of ACQ Finance Magazine have voted Boekel De Nerée the 'Best Law Firm in the Netherlands 2009'. This award is part of the annual ACQ Country Awards for Achievement, which were launched in 2008.

Boekel De Nerée is proud and honored to have received this recognition. The...

Euroclear White Paper: Connecting issuers and shareholders, An infrastructural solution for the Dutch market

In June 2009, Euroclear Netherlands published a White Paper entitled 'Connecting issuers and shareholders, An infrastructural solution for the Dutch market'.

The past few years the corporate governance file was thoroughly discussed in the Netherlands. This discussion tackled the rights and the duties of the issuer and its shareholders with the aim to construe a well-balanced corporate democracy. Up to now, however, little attention was given to the infrastructural manner in which the rights and duties of shareholders have to be exercised. Today’s environment, where securities are predominantly held through multi-tier book-entry systems, poses specific challenges for the efficient and effective processing of these rights and duties. In Euroclear’s White Paper, it is argued that issuer services, amongst which shareholder identification services, are currently expensive, inefficient, largely paper-based and fragmented. This is all the more remarkable when considering that other corporate actions (like payment of dividends, split and join of shares etc.) are standardised and commoditised and are generally considered to be efficient and effective. Applying a similar regime of standardisation and commoditisation to issuer services would adequately ensure the due protection of the interests of the various stakeholders, covering issuers, intermediaries and end investors.

The White Paper develops the thesis that an infrastructural solution, capitalising on Euroclear’s expertise, provides an efficient and robust solution bringing sizable benefits to issuers, issuing agents, intermediaries and the shareholders. The proposed infrastructural solution is a model in which centralised processing of shareholder information and standardisation are key points. Standardisation will result in the information ending up at the right location smoothly, efficiently and with the least possible (administrative) burdens. The White Paper proposes a model for standardisation which would meet the requirements of shareholders, listed companies and intermediaries and benefit all (other) market parties. This model would deliver a major step towards standardisation and centralisation in and beyond the Dutch market and would considerably simplify the identification of, and communication with, the shareholders of companies listed in the Netherlands.

Although the vision of Euroclear described in the White Paper in principle concerns all issuer services, it goes into more detail on the problems and potential solution for adequate shareholder identification. The specific focus had been chosen in light of the new law on shareholder identification, due to come into force per beginning 2010. The new law articulates the need for a swift, efficient and complete system to identify shareholders.

In future all European judges must themselves review the fairness of consumer terms

Following the European directive on unfair terms in consumer contracts, unreasonably onerous terms are not binding on consumers (OJ L 95/29). In the implementation of this directive, the Civil Code of the Netherlands contains a black list of terms (considered unreasonably onerous) and a grey list of terms (presumed to be unreasonably onerous, whereby the user may offer evidence rebutting the...

Boekel De Nerée advised TAXI

Boekel De Nerée advised Canadian advertising agency TAXI in the acquisition of the 51% of Dutch advertising agency Ottonico B.V. They will operate under the name TAXI Europe.

The acquisition represents a crucial step in TAXI’s growth by establishing a presence in Europe. TAXI, begun in 1992, now operates five offices in Canada, as well as New York and Amsterdam.
Ottonico was founded...

Boekel De Nerée advises on agreement for a safer and more efficient payments market

On 27 May 2009, following lengthy and difficult negotiations overseen by De Nederlandsche Bank, an important agreement was reached between the Dutch banks, the Netherlands Bankers’ Association and the representatives of all so-called over-the-counter institutions (retail and wholesale trade, SMEs, hotel and catering industry and service stations).

The agreement is a sequel to the Payments...

Short selling prohibition repealed; notification regulations adjusted

The short selling prohibition has been repealed, effective from 1 June 2009. The AFM has informed market parties on 27 May 2009 that it has implemented a new, temporary measure. Under this new measure, short positions in Dutch financial institutions must be reported to the AFM.

The AFM writes that the FSA, the supervisory authority for the main capital market in Europe, has already...

Boekel De Nerée, mergermarket and Deloitte publish Doing a deal - Netherlands

Boekel De Nerée, mergermarket and Deloitte published Doing a deal – Netherlands, A guide to acquiring mid-market companies in The Netherlands. This report analyses trends and processes behind acquiring businesses in the Netherlands.

It is a challenging time for dealmakers in the Netherlands, with less liquidity and access to debt forcing bidders to look for alternative ways of financing. Like the rest of Europe, the Netherlands is feeling the pinch, and to date Rabobank is the only bank left standing without seeking government aid. However, for those who are seeking to buy in the mid-market range there are a great number of opportunities in the Dutch market, not least owing to dropping valuations and an increase in distressed companies. For the cash-rich and acquisitive investor, the Netherlands is indeed a fertile hunting ground.

Key findings from the survey include: 

• Almost half of respondents (45%) would consider taking between 50-70% of debt to finance an acquisition. In addition, 62% of respondents would be open to taking on at least a 50:50 debt to equity ratio for a deal, which is somewhat surprising given the current state of the market.  
• An overwhelming majority of respondents (94%) predict that most deal activity in the Netherlands will occur in the lower mid-market space (<€100m). 
• The majority (55%) of respondents take a proactive approach to dealmaking, and 28% of respondents claim they are open to being approached by other companies.

"Apparently the majority is feeling relatively optimistic about the future. Still we will have to wait and see if respondents will act accordingly or if they will wait to see how markets develop in the coming months." Ferdinand Mason, Boekel De Nerée

Additional findings include: 

• The most popular reason amongst respondents for undertaking M&A is to improve competitive position, closely followed by geographic expansion.  
• Pricing is the most important factor in the negotiation process according to 54% of respondents, particularly in the current economic climate. Secrecy is a second runner-up, with 38% of respondents rating this as the most important consideration.  
• 46% of respondents are open to both exclusive deals and auction processes when looking to make acquisitions. Out of these, half (50%) prefer to work only on exclusive deals.

If you would like to receive a copy of this report please send an e-mail to marcom@boekeldeneree.com.

Boekel De Nerée, mergermarket and Deloitte publish Doing a deal - Netherlands

Boekel De Nerée, mergermarket and Deloitte published Doing a deal – Netherlands, A guide to acquiring mid-market companies in The Netherlands. This report analyses trends and processes behind acquiring businesses in the Netherlands.

It is a challenging time for dealmakers in the Netherlands, with less liquidity and access to debt forcing bidders to look for alternative ways of financing. Like the rest of Europe, the Netherlands is feeling the pinch, and to date Rabobank is the only bank left standing without seeking government aid. However, for those who are seeking to buy in the mid-market range there are a great number of opportunities in the Dutch market, not least owing to dropping valuations and an increase in distressed companies. For the cash-rich and acquisitive investor, the Netherlands is indeed a fertile hunting ground.

Key findings from the survey include: 

• Almost half of respondents (45%) would consider taking between 50-70% of debt to finance an acquisition. In addition, 62% of respondents would be open to taking on at least a 50:50 debt to equity ratio for a deal, which is somewhat surprising given the current state of the market.  
• An overwhelming majority of respondents (94%) predict that most deal activity in the Netherlands will occur in the lower mid-market space (<€100m). 
• The majority (55%) of respondents take a proactive approach to dealmaking, and 28% of respondents claim they are open to being approached by other companies.

"Apparently the majority is feeling relatively optimistic about the future. Still we will have to wait and see if respondents will act accordingly or if they will wait to see how markets develop in the coming months." Ferdinand Mason, Boekel De Nerée

Additional findings include: 

• The most popular reason amongst respondents for undertaking M&A is to improve competitive position, closely followed by geographic expansion.  
• Pricing is the most important factor in the negotiation process according to 54% of respondents, particularly in the current economic climate. Secrecy is a second runner-up, with 38% of respondents rating this as the most important consideration.  
• 46% of respondents are open to both exclusive deals and auction processes when looking to make acquisitions. Out of these, half (50%) prefer to work only on exclusive deals.

If you would like to receive a copy of this report please send an e-mail to marcom@boekeldeneree.com.

Amendment to the Corporate Governance Decree

On 1 April 2009, the decree of 20 March 2009 to amend the Decree of 23 December 2004 (the Corporate Governance Decree) regarding further provisions on the substance of annual reports came into force.¹  The amendment implements part of an EU Directive which requires listed companies to publish a statement on their corporate governance.² The amendments to the Decree...

Multiple application of corporate governance codes

The possibility exists that a company is incorporated in one member state but that the shares of this company are listed in one or more other member states. As a result, this can in some cases lead to a double application of corporate governance codes in two or more jurisdictions. In other cases, it can result in no corporate governance codes being applicable at all to particular listed companies.

The...

Boekel De Nerée awarded again for outstanding training scheme

Boekel De Nerée has always recognised that graduates are the future of the firm. It has put a great deal of effort into creating a training scheme that will pay dividends for years to come in the form of technically skilled, commercial and client focused lawyers.

Independent vindication of this approach has come through the award of the 'Gouden Zandloper' for the second time a row. This...

Boekel De Nerée advised Mitsubishi Heavy Industries, Ltd

Boekel De Nerée’s Corporate M&A Team acted as Dutch counsel to the listed, Japan-based heavy machinery maker, Mitsubishi Heavy Industries, Ltd. (MHI) in acquisition of Maintenance Partners NV (MP) under which Mitsubishi Power Systems Europe, Ltd. (MPSE), a subsidiary company of MHI, headquartered in London, U.K., acquires 100 % of the shares in Maintenance Partners NV.

The corporate/M&A...

Real Estate in financial crisis

The Netherlands is dealing with a sharp shrinkage of the economy, which is having a significant impact on real estate. This has resulted in a greater need for legal advice in the areas of bankruptcy and suspension as they relate to business partners such as sub-contractors.

Boekel De Nerée has a specialized team of real estate and insolvency lawyers who can help you in this area. We...

Jan Broekhuizen and Marein Smits partner at Boekel De Nerée

Jan Broekhuizen and Marein Smits, both advocaat, have been elected as partner as from 1 January 2009 at Boekel De Nerée. From that date the firm will have a total of 30 shareholders.

Jan Broekhuizen works in the Banking & Finance Department and specializes in legislation and regulations on the supervision of the financial markets. He also advises on contracts, property and private...

Boekel De Nerée advises St Ives Plc

The Corporate/M&A team of Boekel De Nerée advised St Ives Plc on the sale of its business in the Netherlands to the local Management Team.

St Ives Plc is the UK’s leading independent printer with an annual turnover of GBP 425 million (2007) and the largest printing company whose shares are traded on the London Stock Exchange. St Ives Plc serves both media and commercial markets and...

Boekel De Nerée advises Gores LLC

Boekel De Nerée advised Gores LLC in the acquisition of the 51% of Siemens Global Enterprise Network activities with a turnover of USD 5,5 billion. Gores LLC is an American private-equity investor focusing on technology and business telecommunications.

Boekel De Nerée advises UTI

Boekel De Nerée advised UTI (NASDAQ) on the disposal of Gerlach Art Packers & Shippers Netherlands,...