On 1 May the bill that introduces a statutory cooling-off period
for the boards of listed companies will enter into force. The bill
was adopted by the First Chamber of the Dutch Parliament
(Eerste Kamer) on 16 March 2021.
The bill introduces a new Section 2:114b Dutch Civil Code (DCC).
The purpose is to give the board of a listed company more time and
space to weigh the interests of the company and its stakeholders in
the event of an unsolicited takeover bid or other pressure being
put on the board to change the course of the company.
More specifically, the board of a listed company will be given
the opportunity to invoke a cooling-off period up to 250 days in
the event of i) a request by one or more shareholders for
consideration of a proposal to appoint, suspend or dismiss one or
more members of the (supervisory) board, or ii) when a public bid
has been announced or made for the shares without agreement having
been reached on the bid with the target company. The
