13 januari 2020

Interpreting articles of association of a joint venture company: objectively or subjectively?

The articles of association of a company form the basic rules of the company. In many cases, the relevant statutory provisions are followed when drawing up the articles of association, but in other cases the statutory provisions are deviated from. The meaning to be assigned to a provision in articles of association depends on how the provision is to be interpreted.

Ni kan ta kontakt med: Tim B. Schreuders

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13 januari 2020


The Acquisition and Leveraged Finance Review, one of the guides of The Law Reviews, published by Law Business Research Limited, provides a business-focused legal analysis of and insight in the acquisition and leveraged finance practice in key jurisdictions worldwide. Martijn Koot, partner in our banking and finance practice and in our corporate law practice and Sandy van der Schaaf, senior associate in our banking and finance practice contributed the “The Netherlands” chapter to the sixth edition of The Acquisition and Leveraged Finance Review.

Further information as PDF

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8 januari 2020

The Loser Pays (Everything?)

A commonly raised question – especially in the international commercial practice – is how litigation costs are dealt with in the Netherlands. In other words: can the prevailing party recover all incurred costs from the losing party?

Ni kan ta kontakt med: Herman Ruiter

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27 december 2019

Bill to introduce the UBO-register adopted by the Lower House of Parliament.

On 10 December last, the Lower House of Parliament approved the bill for the introduction of the UBO-register (the bill entitled "Implementation Act for Registration of ultimate stakeholders of companies and other legal entities"). However, entry into force of the Act can only take place after approval of the bill by the Senate, where it is currently still being debated. The originally planned entry into force at the beginning of January 2020 will therefore not be achieved. The UBO-register is expected to be introduced in the spring of 2020.

Ni kan ta kontakt med: Dominique Grotegoed

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24 december 2019


HEUSSEN assisted Anticimex with the acquisition of the pest control activities of SGS Pest Control and Fumigations in the Netherlands, Belgium and Luxembourg.

Ni kan ta kontakt med: Paul A. Josephus Jitta

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23 december 2019

Employers beware: pay a lower WW-contribution as of 1 January 2020

On 1 January 2020 the Balanced Labour Market Act (Wab) will come into force. One of the measures is an Unemployment Insurance Contributions (hereinafter ‘WW-contribution’) Differentiation based on the type of employment contract. In short, this means that from 1 January 2020 an employer will pay a low WW-contribution on the salary of an employee with a permanent contract and a high WW-contribution on the salary of an employee with a fixed-term contract.

Ni kan ta kontakt med: Suzanne Gerritse

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16 december 2019

HEUSSEN organized an “Investment in the Netherlands and Cross-border M&A Seminar” for a Shanghai Delegation

HEUSSEN was honored to be able to share information and experience on investment in the Netherlands and cross-border M&A with companies and friends from Shanghai.

Ni kan ta kontakt med: Wendy Liu

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15 november 2019


Contracting post brexit

From a legal point of view, quite a few things change after Brexit. But what will Brexit particularly mean for existing contracts and the parties to these contracts from a Dutch legal perspective? At the moment it is still unclear what exactly will change with respect to contracts, but it is to be expected that uniformity, predictability and (legal) certainty will be lost in part.

Ni kan ta kontakt med: Luuk Rietveld

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7 november 2019

The benefit of a non-competition clause in a business sale and purchase agreement

Recently, the district court Oost-Brabant ruled in a preliminary relief case on a matter concerning a former owner of a company (who sold its business) who performed activities which qualified as competing activities with the activities of the sold business.

Ni kan ta kontakt med: Suzanne S. Beijersbergen

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17 oktober 2019

The 2019 The Hague Judgments Convention: a game changer in International dispute resolution

On Tuesday 2 July 2019, the Hague Conference on Private International Law (HCCH) finalized a new treaty on enforcement of judgments: the Convention on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters, or the 2019 The Hague Judgments Convention.

Ni kan ta kontakt med: Rens M.R. Berrevoets

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14 oktober 2019


Smiling children

On 14 May 2019, the Dutch Senate adopted a bill to combat child labour (hereafter: the Child Labour Act (Wet Zorgplicht Kinderarbeid)). On the basis of this Act, any company that sells goods to Dutch end-users must exercise due care in order to prevent those goods from being composed using child labour. Under the Child Labour Act company directors can even be prosecuted under criminal law.

Ni kan ta kontakt med: Herman Ruiter

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10 oktober 2019

The representative authority of the managing directors of a B.V.

With regard to the representation of a B.V. vis-à-vis third parties, the main rule is that the management board represents the company. The authority to represent the company shall also vest in each managing director, unless the articles of association stipulate otherwise.

Ni kan ta kontakt med: Corine Vos

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9 oktober 2019


HEUSSEN assisted RTL Nederland Ventures  and the other selling shareholders in the divestment of Solvo B.V. to Etos.

Ni kan ta kontakt med: Paul A. Josephus Jitta

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20 september 2019


kidsfoundation logo 1

HEUSSEN assisted KidsFoundation with the acquisition of Just Kiddies B.V. 

Ni kan ta kontakt med: Suzanne S. Beijersbergen

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2 september 2019

GDPR UPDATE – the processing of personal data of employees

Just when the dust regarding the entry into force of the GDPR seemed to have settled, the Dutch Data Protection Authority (DPA) made public on 16 July 2019 that it imposed a fine of €460,000.- and an incremental penalty payment on the hospital HagaZiekenhuis. Reason for us to briefly consider the enforcement of the GDPR since its entry into force. In addition to this, we will focus on the cutting edge between the GDPR and employment law, by providing a brief overview of the responsibilities of the employer under the GDPR. Within that context, we will briefly touch on the difficulties that employers seem to experience with regard to the implementation of the GDPR and discuss some of the most recent updates in this respect.  

Ni kan ta kontakt med: Sam E.J.M. van Well

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26 augusti 2019

Explanation and interpretation of M&A documentation

On 19 March 2019, the Amsterdam Court of Appeal ruled in a case regarding the interpretation of provisions of M&A documentation. The dispute between the parties concerned the interpretation of certain provisions laid down in an earn out-agreement. The Court of Appeal ruled that a linguistic interpretation of agreements will be the guiding principle if professional parties have been assisted by lawyers and accountants during the negotiations.    

Ni kan ta kontakt med: Stef T. van Heezik

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9 augusti 2019

Bearer shares conversion act entered into force on 1 July

On 1 July 2019, the "Act on the conversion of bearer shares" (hereinafter: the "Act") entered into force. The Act enables the identification of all holders of bearer shares issued by Dutch NVs and companies established in the Caribbean part of the Netherlands (Bonaire, Statia and Saba).

The purpose of the Act is to prevent tax evasion, money laundering and terrorist financing. With the introduction of the Act, the legislator is following the recommendations of, among others, the Financial Action Task Force.

Ni kan ta kontakt med: Tim B. Schreuders

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5 augusti 2019

Entry into force of the Prospectus Regulation Implementation Act

On 21 July 2019, the Prospectus Regulation Implementation Act entered into force. The Act implements Regulation (EU) 2017/1129) (the "Prospectus Regulation") and repeals Directive 2003/71/EC (OJEU 2017, L 168) (the "Prospectus Directive"). The Prospectus Regulation should contribute to a harmonised prospectus regime within the EU. 

Ni kan ta kontakt med: Sandy van der Schaaf

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25 juli 2019

An extensive due diligence investigation: necessary or unnecessary?

The mergers & acquisitions market is booming again. The value of the transactions in 2018 has risen considerably compared to the year 2017. Inherent in this development is the fact that generally sellers are in a better position during the acquisition process. The more choices a seller has, the more he can demand from interested parties. Potential buyers are therefore inclined to act faster and to proceed sooner. In the event that a potential buyer feels that he is under pressure, such a potential buyer may decide to carry out a due diligence limited in scope or no due diligence investigation on the target company at all. What are the consequences thereof?

Ni kan ta kontakt med: Suzanne S. Beijersbergen

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23 juli 2019

How will the 2020 ICC Incoterms impact your business?


At HEUSSEN, we advise our clients on a daily basis about issues of international sale and delivery. Therefore, we regularly work with and advise on the ICC Incoterms.

Ni kan ta kontakt med: Herman Ruiter

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