The Legal 500

The “Material Adverse Change” or “Material Adverse Effect Clause” (the ”MAC”) is one of the most negotiated clauses in acquisition agreements (share purchase agreements). In the Netherlands, there is still a distinct lack of clarity as regards the content and impact of this much-discussed clause.

The District Court of the Hague rendered a remarkable decision regarding the scope of the consolidated group for tax purposes (“fiscal unity”) . This decision of the Court of District the Hague is contrary to two decisions of the District Court of Haarlem.

The Supreme Court of the Netherland recently ruled that the special tax regime for merger by exchange of shares is not applicable if a “standard” Dutch cooperative is be the acquiring company.

Despite the implementation of Directive 2000/35/EC on combating late payment in commercial transactions in 2002, the European Commission (the “Commission”) concluded in 2008 that late payments were still widespread in the EU. It also turned out that public authorities in certain Member States were stipulating unjustifiably long contractual payment periods for transactions.

On 1 March 2012 the Collective Redundancy Notification Act (Wet Melding Collective Outslug, "WACO") will be amended. What changes does this involve?

In the field of corporate law, there are four (coming) Acts that attract attention, namely the introduction of the tenth book of the Dutch Civil Code, the amendment of the Marital Property Act and, to conclude, the coming entry into effect of the Management and Supervision Act and the Flexibilization of BV Act. Please find below a short explanation of each Act.

Attaching maritime assets in insolvency

The employment of foreign workers regularly raises questions. A brief summary of the most important areas of attention will be dealt with in this article.

A non-solicitation agreement usually restricts the ability of an employee - after an employment contract has ended - to approach the clients of the former employer. The former employee of a software company recently discovered that the scope of such an agreement can also include contacts made via LinkedIn.

Few jurisdictions can boast a foreign direct investment record like the Netherlands. As the world's seventh largest inward receiver of investments, housing approximately 9000 foreign-owned companies, the country's dynamic business environment provides an invaluable insight into macro investment trends.

The Netherlands and Dutch law The Netherlands is a perfect business location for foreign entrepreneurs (2,000 subsidiaries in Amsterdam, 140,000 jobs). It is the gateway to densely populated Western Europe and has a well-developed logistic and technical infrastructure.