Council Approves Transparency Directive Amendments

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?

Nederlandse en Amerikaanse M&A-praktijken verschillen fundamenteel op het gebied van juridische structuur, koopprijsmechanismen en aansprakelijkheid.

The Netherlands and the United States have maintained an active M&A relationship for decades, with Dutch and American parties regularly meeting across the negotiating table.

This article examines the most common intellectual property legal red flags uncovered during due diligence in Dutch M&A transactions, including unclear ownership chains, missing IP assignment provisions...

Strategic buyers dominated Dutch public M&A in 2025, but ongoing geopolitical uncertainty and transformative forces like AI and the energy transition are reshaping the dealmaking landscape. Will strategic M&A continue to take center stage in 2026, or will private equity sponsors return with selective activity where they can bring genuine added value to target businesses?

Dutch listed companies commonly deploy protective foundations as a defensive mechanism against hostile takeovers, granting independent boards the power to rapidly dilute bidder voting control through preference share issuance. This governance tool has gained widespread adoption among Dutch corporations and increasingly appears in international structures, offering companies crucial time to evaluate alternatives while maintaining strategic autonomy.

Greenberg Traurig, LLP operates as a global law firm with over 3,100 lawyers spanning 51 locations across the United States, Europe, the Middle East, Latin America, and Asia. The firm's extensive geographic reach and diverse practice areas enable it to deliver innovative legal services across multiple borders and industries.

Deze editie van de BUREN German Desk Newsletter belicht het veranderende regelgevingslandschap voor Duitse bedrijven in Nederland, met focus op investeringscontroles, M&A-transacties en nieuwe juridische ontwikkelingen.

European manufacturers are exploring three distinct pathways to pivot civilian production capacity toward defence manufacturing, each carrying unique regulatory, tax, and operational implications.

A critical deadline looms for European issuers with securities traded outside the EU, as a key grandfathering clause under the CSD Regulation expires on 17 January 2027. Without timely regulatory action, third-country central securities depositories like DTC may be forced to suspend services to affected EU issuers, potentially disrupting trading in their equity and debt instruments on international markets.

On 8 November, the Dutch Supreme Court formulated the questions it will refer to the European Court of Justice in a case between Anne Frank Fonds and our clients, Anne Frank Stichting, KNAW and the Belgian association VOOHT.

On 24 October 2024, the Court of Justice of the European Union (CJEU) issued an important ruling in Kwantum v Vitra.

The Corporate Sustainability Due Diligence Directive (CSDDD) entered into force on 25 July 2024, and EU member states have until 26 July 2026 to adopt the laws, regulations and administrative provisions necessary to comply with the CSDDD.

On November 22, the Netherlands Public Prosecution Service (NPPS) published a long-awaited instruction - see our unofficial translation here - outlining the framework and conditions for self-reporting and cooperation in criminal investigations into possible offences committed by legal entities.

On 22 November 2024, in a case between Panasonic and OPPO, the Mannheim Local Division (LD) of the Unified Patent Court (UPC) handed down the first ever full-fledged substantive decision on the licensing of standard essential patents (SEPs) on Fair, Reasonable and Non-Discriminatory (FRAND) terms...

Helen Gornall and Marloes Wantenaar have written an article about the judgment by the Court of Justice of the European Union (CJEU) - issued on 19 September 2024 - in Booking.com BV and Booking.com (Deutschland) GmbH v 25hours Hotel Company Berlin GmbH and Others. Helen and Marloes represented Booking.com in these proceedings.

On 20 January 2025, the Trump administration issued an executive order relating to Pillar II.

As we step into 2025, IP law in the European Union is set to undergo interesting changes.

Developed in the US since 2016 and now a relatively common phenomenon in the US, liability management exercises (LMEs) are making their way into European debt structures.