The Legal 500

Legal Developments in Netherlands

• State aid risks involved in real estate transactions and public-private partnerships

  Private undertakings that engage in commercial transactions with public authorities located in the EU should be more aware of the risk of unlawful state aid. This is especially true for construction or development companies, as well as real estate funds, when participating in projects with public authorities involving the sale and/or finance of buildings or land. In many of these transactions the risks of state aid are either ignored or overlooked. In general, state aid is forbidden and any unlawful state aid including interest is to be recovered from the recipient undertaking. The recipient undertaking therefore bears the risks of unlawful state aid. Hence the importance for undertakings to determine whether a risk of state aid exists in relation to commercial transactions with public authorities. If so, appropriate steps should be taken to seek compliance with rules on state aid or to notify such aid to the European Commission.
  - Boekel De Nerée

• Distributing dividends in the Netherlands

  Several questions arise when your  Dutch subsidiary distributes dividends. Below we set out numerous issues, on a non-exhaustive basis, that have to be addressed in the process of distributing dividends.
  - Boekel De Nerée

• Employee participation and works councils in the Netherlands

  Companies going through global reorganisations often have to deal with local rules and regulations relating to employee participation. Observing these rules and regulations is often of major importance to avoid any delay in the implementation of business decisions. This article describes some of the main aspects of the consultation process relating to works councils in the Netherlands. It covers the special provisions that apply to entrepreneurs employing at least 50 people.
  - Boekel De Nerée

• Privatising environmental resources

  Anne-Marie Klijn, Joyeeta Gupta and Anita Nijboer discuss current investments in greenhouse gas reduction projects, and consider whether there is enough supervision of these contracts in the Netherlands and worldwide.
  - Boekel De Nerée

• Price fixing on transfer of shares and the (non-performing) trustee in bankruptcy

  When entering into a joint venture, a great deal of attention can be devoted to the exit. For many hypothetical situations, the parties wish to lay down how the price of the interest to be transferred when a party exits is fixed. In practice, a substantial degree of flexibility is required in fixing the value of the interest to be transferred. Parties want to make the ‘reward' for the exiting partner depend on the circumstances of the exit. If, for example, a partner is being ousted on account of negligence, then this is a good reason to apply a discount to the real value of the interest involved.
  - Boekel De Nerée

• Real estate funds under pressure: new round, new opportunities?

  Many reports have recently appeared in the media about downward revaluations of real estate portfolios. Although it is not exactly clear how big the decline in value has been, there seems to be a consensus in the market that the value of real estate has decreased considerably since autumn 2008. As a result, real estate investors have seen the value of their assets go down. This may also have far-reaching consequences for private, non-listed real estate funds. Because the financial crisis has now affected the economy as a whole, the risks have further increased. As commercial tenants are having more and more difficulty keeping their businesses going at the same level, rental income may be wiped out completely or in part. Real estate funds may have to endure a very rough period because of these developments. This may provide cause for financing banks to impose additional requirements on funds, under the threat of terminating credit or enforcing security interests.
  - Boekel De Nerée

• Grote bouwprojecten niet in gevaar

  Als het aan de voorzieningenrechter van Utrecht ligt, kan op basis van een onder de oude Wet op de ruimtelijke ordening verleende vrijstelling gewoon een bouwvergunning worden verleend, ook als deze pas onder de per 1 juli 2008 in werking getreden nieuwe Wet op de ruimtelijke ordening (Wro) wordt aangevraagd. De Arnhemse voorzieningenrechter oordeelde op 22 april nog anders (FD 23 juli, in Recht en belastingen: 'Grote bouwprojecten dreigen te stranden'), maar daarvan is op 17 juli afstand genomen.
  - Lexence

• Labour Law

  As a foreign employer in the Netherlands, it is important to know that there are many legal provisions that protect the interests of the employee. These are, among others, provisions regarding holidays, minimum wages, working hours and employment of disabled employees. As a consequence, you are not entirely free in concluding employment agreements. In this article, mr. Jan Dop will discuss the definition, contents and termination of an employment agreement, as well as matters relating to sickness of employees and discrimination. He will also give practical information on working conditions, pregnancy and parental leave.
  - Russell Advocaten

• Private enforcement of competition law: a Dutch perspective

  T he European Commission (The Commission) plays hardball with respect to breaches of antitrust rules by companies. The fight against cartels remains a key priority for the Commission and record fines (for example with respect to elevator companies and car glass producers) have been frequently imposed.
  - Boekel De Nerée

• Parent company protection

  This article discusses how to ensure that your Dutch subsidiaries do not contaminate the parent company with liabilities in times of financial crisis.
  - Boekel De Nerée