Market Intelligence

The September edition of our newsletter covers the latest political, legal and economic developments of particular relevance to German companies operating in the Netherlands.

De Brauw has released its annual reporting checklist for Dutch public limited liability companies with shares or depositary receipts listed on Euronext Amsterdam, covering financial years starting January 1, 2026. This comprehensive tool consolidates extensive disclosure requirements from various legal sources into a single practical overview, now available for both two-tier and one-tier board models.

The European Single Access Point (ESAP) will revolutionize how investors access financial and sustainability information about European companies through a centralized, free platform managed by ESMA. With the Dutch implementing act now published, companies face new format and metadata requirements across multiple phases starting July 2026. Understanding these phased obligations and their impact on issuers, non-listed CSRD companies, and financial institutions is crucial for compliance readiness.

The Netherlands is set to revolutionize corporate governance with the Digital General Meeting Act, allowing companies and associations to conduct fully virtual shareholder meetings starting January 2027. What changes must organizations make to their articles of association, and how will the transitional provisions for hybrid meetings affect current practices?

A Dutch court has ruled that parties who contractually waive their right to annul a share purchase agreement also forfeit the ability to seek judicial price adjustment under Article 6:230(2) of the Dutch Civil Code. This decision clarifies the scope of waiver clauses in M&A transactions and highlights critical drafting considerations for acquisition agreements, set-off rights across different dispute forums, and the high threshold for piercing the corporate veil in shareholder disputes.

Een due diligence-onderzoek is onmisbaar om risico’s in kaart te brengen en onderhandelingen te sturen. Maar welke juridische valkuilen komen het meest voor?