Hem

13 januari 2021

The Working Conditions Decree has been temporarily amended in order to prevent or reduce the risk of COVID-19 infection at the workplace

The Working Conditions Decree contains rules relating to safety, health and wellbeing at the workplace. Article 3.2 of the Working Conditions Decree contains general requirements with which the workplace has to comply. These requirements are temporarily expanded due to the COVID-19 pandemic.

Ni kan ta kontakt med: Suzanne Gerritse

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3 december 2020

HEUSSEN advised KidsFoundation with the acquisition of Kinderopvang Hebbes B.V. and KOV Hebbes B.V.

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HEUSSEN assisted KidsFoundation with the acquisition of Kinderopvang Hebbes B.V. and KOV Hebbes B.V., having 12 locations in Enschede, the Netherlands. 

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24 november 2020

UPPER HOUSE ADOPTS THE BILL ON THE MANAGEMENT AND SUPERVISON OF LEGAL ENTITIES

On 10 November 2020, the Upper House of Dutch Parliament adopted the proposal to amend the Dutch Civil Code in connection with the standardization and clarification of certain provisions concerning the management board and the supervisory board of legal entities (Management and Supervision of Legal Entities Act or the Act). 

We hereby provide a short overview of the most significant changes for associations, cooperatives, mutual societies and foundations.

Ni kan ta kontakt med: Tim B. Schreuders

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18 november 2020

HEUSSEN advised KidsFoundation with the acquisition of De Kleine Wereld B.V.

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HEUSSEN assisted KidsFoundation with the acquisition of De Kleine Wereld B.V., having 6 locations in Berkel-Enschot, Mierlo and Rijen, the Netherlands.

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21 oktober 2020

As of 1 January 2021, new legislation will apply to franchise relationships

Current Dutch legislation does not contain any regulations that apply specifically to franchise agreements. That will change soon, when the Franchise Act enters into force on 1 January 2021.

Ni kan ta kontakt med: Stef T. van Heezik

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19 oktober 2020

Join our Webinar on Outbound Investment from China into Benelux/Europe

Find out more on the webinar, initiated by the Inter-Pacific Bar Association, together wit Attorneys from Heussen, Monard (Belgium) and Fangben (China)

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12 oktober 2020

Legislative proposal RIV-test UWV by labor experts: advice from the company doctor becomes leading

Employers tend to experience uncertainty with the RIV-test. After all, employers may be faced with a wage penalty, while the advice of the company doctor has always been properly observed.

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

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25 september 2020

Introduction of the UBO Register in the Netherlands

On 27 September 2020, a UBO register will be introduced in the Netherlands. The introduction of the UBO register is based on the implementation act pursuant to which the EU Fourth and Fifth Anti Money Laundering (AML) Directives are transposed into Dutch legislation. More detailed information on the UBO Register in the Netherlands is set out in our memo on the introduction of a UBO register in the Netherlands.

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14 september 2020

Foreign direct investment in the Netherlands: Implementation Act for Regulation 2019/452/EU on the screening of foreign direct investments and the general investment test

On June 22, 2020, the implementation act for Regulation 2019/452/EU on the screening of foreign direct investments was submitted into Dutch Parliament. The purpose of this act is to implement all necessary legislative measures required by Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investment.

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

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3 september 2020

Entry into force of the Implementation Act on registration of ultimate beneficial owners

The Implementation Act on the Registration of ultimate beneficial owners of companies and other legal entities introducing the UBO-register in the Netherlands, was adopted by the Upper House of Dutch Parliament on 23 June 2020.

Ni kan ta kontakt med: Corine Vos

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28 juli 2020

Dutch Supreme Court provides clarification on the transfer of receivables from a bank to a non-bank

On 10 July 2020, the Dutch Supreme Court delivered two judgments in which it answered prejudicial questions from the court of Amsterdam which are of great importance for the financing practice.

The prejudicial questions were raised in two similar proceedings. In both proceedings, a bank assigned receivables resulting from commercial real estate loans to a non-bank. The borrowers disputed the assignment and took the view that the receivables could not be assigned in view of the personal relationship they had with the bank.

Ni kan ta kontakt med: Sandy van der Schaaf

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24 juli 2020

A REQUEST TO TERMINATE AN EMPLOYMENT CONTRACT BASED ON THE NEW CUMULATIVE GROUND FOR DISMISSAL HAS BEEN GRANTED FOR THE FIRST TIME: THE BEGINNING OF CUMULATING DISMISSAL GROUNDS

The Dutch Government has recently introduced a new ground for dismissal, in addition to the already existing 8 exhaustive grounds for dismissal. As from 1 January 2020, the judge may terminate an employment contract on the basis of this cumulative ground if there are two or more grounds for dismissal applicable, which on their own individual merit do not constitute a reasonable ground for a termination.

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

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6 juli 2020

HEUSSEN assisted KidsFoundation with the acquisition of ‘t Parapluutje

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HEUSSEN advised Kidsfoundation on the acquisition of ‘t Parapluutje, having 2 childcare locations in Raamsdonkveer, the Netherlands. 

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3 juli 2020

Upper House adopts Implementation Act for the introduction of the UBO register

On 23 June 2020, the Upper House of Dutch Parliament adopted the implementation act for the introduction of the UBO-register (the 'Act'). Once the Act enters into force, it will become compulsory for all legal entities and partnerships incorporated under Dutch law to provide information about their ultimate beneficial owners (UBOs). 

Ni kan ta kontakt med: Thijs L. Butter

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1 juli 2020

Herman Ruiter Newly appointed partner of Heussen

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HEUSSEN is proud to announce that Herman Ruiter has been appointed as partner of HEUSSEN Lawyers & Civil Law Notaries with effect from 1 July 2020.

Ni kan ta kontakt med: Herman Ruiter

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19 juni 2020

Bill on the abolition of the prohibition on pledging submitted to the Lower House of Parliament

On 2 June 2020, the bill concerning the Pledging Prohibitions (Abolition) Act (Wet opheffing verpandingsverboden (the "Act")) was submitted to the Lower House of Parliament. The Act is aimed at prohibiting clauses that are used in trade to assign or pledge monetary claims. 

Ni kan ta kontakt med: Thijs L. Butter

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19 juni 2020

Nils van Dijkman appointed Honorary Consul General for Sweden in Amsterdam

Heussen is proud that Nils van Dijkman has been appointed Honorary Consul General for Sweden in Amsterdam. 

Ni kan ta kontakt med: Nils E.W. van Dijkman

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13 maj 2020

As of 2022 parental leave will be partly paid.

Last year the European Council adopted a directive on work-life balance for parents and informal carers. With this measure, the Dutch Government wants to make it easier for parents to make their own choices when it comes to the balance between work and care.

Ni kan ta kontakt med: Suzanne Gerritse

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6 maj 2020

Never waste a good crisis. Also the corona crisis provides opportunities – M&A Magazine #1 2020

Suzanne Beijersbergen has been interviewed for M&A Magazine about the changes after the corona crisis. Does the corona crisis provides opportunities to certain parties involved in M&A transactions? Which sectors will benefit from this corona crisis and which innovations will accelerate due to the corona crisis?

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4 maj 2020

General overview of the Measures Imposed by The Council for the Judiciary

It has now been 6 weeks since the Judiciary decided to close the doors of the courts, tribunals and special colleges. Cases are still being dealt with, but in a different manner. The measures taken by The Council for the Judiciary (the Judiciary) as a result of the outbreak of Covid-19 are addressed in brief in this article. 

Ni kan ta kontakt med: Luuk Rietveld

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28 april 2020

Broadening of the concept of a group company in the Temporary Emergency Bridging Measure for Job Retention (NOW)

Initially, the NOW-scheme stipulated that companies which are part of an affiliated group of companies (legal entities) must calculate the loss in turnover at group level. However, the Minister of Social Affairs and Employment has now broadened the concept of a group company.

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

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7 april 2020

Emergency bill for holding virtual general meetings in the making

On 3 April 2020, the Council of Ministers announced emergency legislation that will make it possible for all legal entities to hold a virtual general meeting. 

Ni kan ta kontakt med: Thijs L. Butter

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6 april 2020

M&A and COVID-19: Due diligence investigation during and after the times of the coronavirus

Conducting a proper due diligence investigation is a key step in the process of an acquisition. What specific considerations should be taken into account when conducting a due diligence investigation during or shortly after the coronavirus crisis?

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6 april 2020

ROADMAP APPLICATION TEMPORARY EMERGENCY BRIDGING MEASURE FOR JOB RETENTION (NOW)

A roadmap for application for the temporary emergency bridging measure for job retention (NOW)

Ni kan ta kontakt med: Niels van Gelder

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3 april 2020

REMINDER: AS FROM 1 APRIL 2020, COMPENSATION CAN BE CLAIMED FROM THE UWV FOR THE STATUTORY TRANSITION ALLOWANCE PAID TO AN ILL EMPLOYEE.

If the employment contract of an ill employee is terminated after the mandatory period of 104 weeks during which an entitlement to continued payment of salary has lapsed, the employee will be entitled to a statutory transition allowance (“transitievergoeding”). As of 1 April 2020, employers may claim compensation for statutory transition allowance paid to its ill employees. 

Ni kan ta kontakt med: Suzanne Gerritse

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3 april 2020

Commercial contracts and the COVID-19 outbreak: when is reliance on force majeure successful?

What if, as a result of the corona crisis, you are unable to meet your contractual obligations, such as supplying goods to your customers? Can your customers claim compensation from you on that basis, or can you successfully invoke force majeure? And what are the consequences if such an appeal is successful?

Ni kan ta kontakt med: Stef T. van Heezik

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2 april 2020

DETAILS OF TEMPORARY EMERGENCY BRIDGING MEASURE FOR JOB RETENTION ("NOW") ARE PUBLISHED

Recently the Government published the details of the NOW. The purpose of the NOW is to support employers by means of a subsidy to keep their employees employed as much as possible. In the event of a loss in turnover of at least 20%, the employer will receive a subsidy for wage costs for three months the amount of which is proportionate to the loss in turnover. It is expected that the subsidy can be applied for as of 6 April 2020. The application period runs until 31 May 2020.

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

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1 april 2020

M&A and COVID-19: Purchase price mechanisms in times of the coronavirus

The consequences of the coronavirus (Covid-19) are also noticeable within the Dutch M&A practice. The central question in this article is how the buyer of a company should deal with the future uncertainties of the current crisis. To what should the buyer pay extra attention, and are there ways to limit the future uncertainty for the buyer as much as possible?

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

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27 mars 2020

SANDY VAN DER SCHAAF CONTRIBUTED THE “NETHERLANDS” SECTION TO THE CRYPTOASSETS REPORT BY BURGES SALMON.

Sandy van der Schaaf, senior associate in our banking and finance practice has contributed the “Netherlands” section to the report ‘Cryptoassets: A UK and European perspective on the regulation of cryptoassets ’by Burges Salmon. 

Ni kan ta kontakt med: Sandy van der Schaaf

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27 mars 2020

Update on the Temporary Emergency Bridging Measure for Sustained Employment (“NOW”)

The Tax and Customs Administration urges employers that will apply for a compensation of wage costs on the basis of the NOW to submit their (monthly) payroll tax return quickly if they have not already done so. Reason for this is that the UWV will need this information when processing the NOW-application.

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

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26 mars 2020

COVID 19 - HEUSSEN information

Our office is currently closed to the public, but we will continue to offer our services from our home office and virtually as much as possible, but in any case with the same quality. Your questions on the subject of "Corona and your company" have been given special priority. You will find up-to-date information on our website.

Ni kan ta kontakt med: Nils E.W. van Dijkman

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20 mars 2020

New measures to protect jobs and economy in times of corona crisis

On 17 March 2020, the Dutch Government presented the emergency package for jobs and the economy, containing far-reaching measures aimed at "protecting not only our health, but also jobs and income and cushioning the consequences for self-employed persons, SME entrepreneurs and large companies. In this article, I will present a brief overview of the measures presented by the Dutch Government.

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

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18 mars 2020

NOT ILL BUT ABSENT FROM WORK: TO WHAT EXTENT IS THERE AN OBLIGATION TO CONTINUE TO PAY WAGES IN THE EVENT OF ABSENCE IN CONNECTION WITH CORONA?

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Recent developments raise the question of whether and to what extent there is an obligation to continue to pay wages if the employee is not ill but still does not want to or cannot appear at work. In the following, a number of situations will be discussed, together with the corresponding form of leave if applicable.

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

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18 mars 2020

INTRODUCTION OF TEMPORARY EMERGENCY BRIDGING MEASURE FOR JOB RETENTION: A SIGNIFICANT REDUCTION IN LABOUR COSTS OF DUTCH EMPLOYERS AFFECTED BY CORONA

crisis

Last night, the Dutch Government announced an even more comprehensive compensation regulation. As a result, it is no longer possible to apply for the reduction of working hours permit. Applications that have already been submitted will be dealt with under the new scheme.

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

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3 mars 2020

Employers in the Netherlands can save on labour costs in case of less work due to coronavirus

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The Dutch Cabinet has classified the coronavirus as an exceptional circumstance that does not fall under the normal entrepreneurial risk. This means that Dutch companies coping with financial problems as a result of the spread of the coronavirus can apply for a short-time working permit at the Ministry of Social Affairs and Employment. By means of a reduction in working hours, non-worked hours are paid by the UWV (“Uitvoeringsinstituut Werknemersverzekeringen”) as unemployment benefit (“WW-uitkering”).

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

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2 mars 2020

Heussen’s M&A lawyer Suzanne Beijersbergen first place on the list of female dealmakers in the Netherlands

Suzanne Beijersbergen was involved in 19 deals during 2019, and consequently listed no. 1 in the list of female dealmakers who were most involved in M&A transactions published by M&A Community. Suzanne assisted various clients in our international network, including ZetaDisplay and Anticimex.

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24 februari 2020

Bill on the management and supervision of legal entities adopted by Lower House of Parliament

On 28 January 2020, the Lower House of Parliament adopted the proposal to amend the Dutch Civil Code in connection with the standardization and clarification of certain provisions concerning the management board and the supervisory board of legal entities (Management and Supervision of Legal Entities Act). 

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28 januari 2020

HEUSSEN Introduces Labour Market in Balance Act to Chinese Enterprises

In the afternoon of 16 January, the second seminar series for the 10th anniversary of HEUSSEN China practice was kicked off in Amsterdam. Partner specialized in employment law, Nils van Dijkman, and associate, Sam van Well, together with Head of China Practice Wendy Liu introduced the main amendments of the new Labour Market in Balance Act (“WAB”) to the participating Chinese enterprises.

 

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21 januari 2020

The Supreme Court rules on the unilateral amendment of employment conditions by the employer

In principle, an employer can unilaterally (i.e. without the employee’s consent) amend the terms and conditions of employment in two manners. The second option - the unilateral amendment of terms and conditions of employment by means of an agreed unilateral amendment clause - was recently the subject of a ruling of the Supreme Court.

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

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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

MARTIJN KOOT AND SANDY VAN DER SCHAAF CONTRIBUTED THE "THE NETHERLANDS" CHAPTER TO THE SIXTH EDITION OF THE ACQUISITION AND LEVERAGED FINANCE REVIEW

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.

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24 december 2019

HEUSSEN ADVISES ANTICIMEX WITH THE ACQUISITION OF THE ACTIVITIES OF SGS PEST CONTROL AND FUMIGATIONS.

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

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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.

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15 november 2019

CONTRACTING POST-BREXIT

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.

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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

DUTCH CHILD LABOUR ACT: HAVE YOU CHECKED YOUR SUPPLY CHAIN?

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 ADVISES RTL NEDERLAND VENTURES A.O. WITH THE DIVESTMENT OF SOLVO B.V.

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

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20 september 2019

HEUSSEN ADVISED KIDSFOUNDATION WITH THE ACQUISITION OF JUST KIDDIES B.V.

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

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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?

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23 juli 2019

How will the 2020 ICC Incoterms impact your business?

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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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2 juli 2019

10th Anniversary of the HEUSSEN China Practice Seminar Series ´How to Settle Your Disputes in the Netherlands´

On 21 June, representatives of several Sino-Dutch companies attended the 10th Anniversary of the HEUSSEN China Practice Seminar Series ´How to Settle Your Disputes in the Netherlands´. 

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26 juni 2019

HEUSSEN ADVISED KIDSFOUNDATION WITH THE ACQUISITION OF KONINGSKINDEREN B.V.

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HEUSSEN assisted KidsFoundation with the acquisition of Koningskinderen B.V. 

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17 juni 2019

HEUSSEN ADVISED KIDSFOUNTATION WITH THE ACQUISITION OF THE KIDS COMPANY WAALRE B.V. AND THE KIDS COMPANY BREDA B.V.

kidsfoundation logo

HEUSSEN assisted KidsFoundation with the acquisition of The Kids Company Waalre B.V. and The Kids Company Breda B.V. 

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7 juni 2019

Bill to implement the revised Shareholders' Rights Directive adopted by the Lower House of Parliament

On 2 April 2019, the Lower House of Parliament adopted the bill to implement the revised Shareholders' Rights Directive to promote long-term shareholder engagement (EU Directive 2017/828). The purpose of this legislative proposal is to implement a number of amendments to Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies.

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17 maj 2019

The scope of the reinstatement requirement (“herplaatsingsvereiste”) in international context following the ‘Expat/Shell’ decision of the Supreme Court

The Supreme Court provided some clarity in its Expat/Shell decision of 18 January 2019. In our article which was published in the May 2019 edition of the professional journal ‘ArbeidsRecht’. We have indicated the significance of this decision for the employment law practice in the Netherlands.

Further information as PDF

Ni kan ta kontakt med: Suzanne Gerritse

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2 maj 2019

HEUSSEN ASSISTED THE SHAREHOLDERS OF AWI WITH STRUCTURING THE COOPERATION WITH DIFFER SOLUTIONS; BOTH SPECIALISTS IN THE DEVELOPMENT OF SOFTWARE FOR THE INSURANCE MARKET

Heussen (Paul A. Josephus Jitta, Suzanne Beijersbergen and Iris Hanssen) assisted the shareholders of AWI with structuring their cooperation with Differ Solutions.

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29 april 2019

Guyana party of apostille convention as of 18 April 2019

As of 18 April 2019 documents issued in the Netherlands for legal purposes in the Co-operative Republic of Guyana (“Guyana”) and requiring legalization do no longer have to be legalised by the District Court, the Ministry of Foreign Affairs and the Embassy/Consulate of Guyana. 

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24 april 2019

BILL REGARDING UBO-REGISTER SUBMITTED TO THE LOWER HOUSE

On 4 April 2019 a legislative proposal for the "Act on the registration of ultimate beneficial owners of companies and other legal entities" (hereinafter: the "Bill") was submitted to the Lower House of Dutch Parliament. The Bill introduces a public UBO-register in which the ultimate beneficial owners of companies and other legal entities established in the Netherlands must be registered.

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17 april 2019

Not terminating a dormant employment contract is in violation with good employment practices

The court in The Hague recently ruled that continuing a dormant employment contract may constitute a violation of good employment practices.

Ni kan ta kontakt med: Suzanne Gerritse

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17 april 2019

License requirement for virtual currency service providers

Pursuant to a legislative proposal which implements the Fifth Anti-Money Laundering Directive in the Netherlands and amends the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft)) currently in force in the Netherlands, virtual currency service providers may need a license for the offering of their crypto services.

Ni kan ta kontakt med: Sandy van der Schaaf

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12 april 2019

Heussen proud of another Legal500 recommendation

L500 emea top tier firms 2019

HEUSSEN has again been ranked in the Legal500 EMEA 2019 edition. In addition to being 'very responsive, pragmatic, and deal-driven', Heussen is identified as 'a very internationally oriented law firm working to the highest quality standards' and its foreign desks are considered 'a big plus' by clients.

We are very proud of the recommendations and would like to thank our clients and peers for their recommendations.

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5 april 2019

Dutch legal succession planning tools for family owned businesses

The owners of family businesses sooner or later need to decide on either succession planning within the family or the sale of the family business to a third party.

In quite a number of jurisdictions no legal tools exist within the company law provisions that allow the facilitation of the succession and the safeguarding of the family owned nature of the businesses.

Dutch corporate law provides several practical and sophisticated legal tools to help facilitate the continuation of family businesses over the following generations. 

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28 mars 2019

Chambers Global and Chambers Europe recommendation

Heussen is proud to again having received a Chambers Global and Chambers Europe recommendation for its corporate M&A partner Paul A. Josephus Jitta. According to Chambers & Partners, Paul is praised by clients for his 'good knowledge and commercial feel' and is described by another source as 'very responsive, pragmatic and deal-driven'.

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27 mars 2019

HEUSSEN ADVISES BLYCOLIN WITH THE ACQUISITION OF THE ACTIVITIES OF WASSERIJ DE BLINDE, SPECIALIST IN THE PROCESSING OF HOSPITALITY TEXTILES

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Heussen (Paul A. Josephus Jitta, Suzanne Beijersbergen and Iris Hanssen) assisted Blycolin with the acquisition of the activities of Wasserij De Blinde.

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18 mars 2019

Status update on the modernisation of Dutch corporate law

On 20 December 2018, the Minister of Legal Protection sent an update letter concerning the ongoing modernisation of Dutch corporate law to Parliament. In this news update we will summarize the six subjects of the update letter.

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15 mars 2019

Stricter legislation for trust companies

On January 1, 2019, the Dutch Trust Companies (Supervision) Act 2018 (TCSA 2018) entered into force. In this Act, which replaces the Trust Companies (Supervision) Act from 2004, stricter rules for Trust Companies have been included.

Ni kan ta kontakt med: Stef T. van Heezik

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15 februari 2019

Bill Transparency Social Organisations

On 21 December 2018, the bill on Transparency of Social Organisations (hereinafter: the "bill") was submitted for consultation. The bill obliges social organisations, including foundations and associations, to publish large financial donations received. In addition, the bill obliges foundations to disclose financial information.

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13 februari 2019

MARCH 2019 DUTCH DRAFT 'ACT ON REGISTRATION OF ULTIMATE BENEFICIAL OWNERS OF COMPANIES AND OTHER LEGAL ENTITIES'.

In March 2019, the Dutch draft 'Act on registration of ultimate beneficial owners of companies and other legal entities' will be published. Our finance minister W.B. Hoekstra informed the Parliament about the publication of the draft act in a letter with a time table for this year as an appendix (dated 18 December 2018).

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28 januari 2019 - Book release

Martijn Koot and Sandy van der Schaaf contributed the The Netherlands chapter to the fifth edition of The Acquistion and Leveraged Finance Review

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 fifth edition of The Acquisition and Leveraged Finance Review, which is available as enclosed PDF.

Further information as PDF

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24 januari 2019

New Government proposes changes in employment law (update)

In this newsletter, we will first elaborate on the new Bill on the Labour Market in Balance Act (WAB), which has been submitted on 7 November 2018 to Parliament. Most of the previously reported plans as described in our newsletter are outlined in this Bill, together with some newly proposed measures. In addition, we will briefly discuss the status of the previous reported plans that have not returned in this Bill.

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18 januari 2019

HEUSSEN ADVISES RTL VENTURES ON THE ACQUISITION OF A MINORITY STAKE IN THE COOPERATION BETWEEN LIVIS AND INCASE

Heussen (Paul A. Josephus Jitta and Suzanne Beijersbergen) assisted RTL Ventures, being the 100% shareholder of Livis, with the acquisition of a minority stake in the merged companies Livis and Incase B.V.

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14 januari 2019

HEUSSEN ADVISED KIDSFOUNTATION WITH THE ACQUISITION OF KINDERCENTRUM BELLE FLEUR

HEUSSEN assisted KidsFoundation with the acquisition of Kindercentrum Belle Fleur. With this acquisition, KidsFoundation expands its activities in the Dutch child care business.

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7 januari 2019

HEUSSEN ADVISES KEULEN ONROERENDE ZAAK NUTH B.V. AND FRANCKEN FOOD B.V. WITH THE SALE TO DGS GROUP B.V.

Heussen (Paul A. Josephus Jitta and ) assisted Keulen Onroerende Zaak Nuth B.V. and Francken Food B.V., inter alia known for ‘‘Lekker uit Limburg’’ and ‘‘Streeckgenoten’’, with the sale to DGS Group B.V. (Group of Butchers).

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4 januari 2019

NETHERLANDS COMMERCIAL COURT KICKS OFF

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As per the 1st of January 2019, the Netherlands Commercial Court (NCC) was created. This introduces English-language dispute resolution in the Netherlands government court system. The NCC is set up as a specialized chamber within the Amsterdam court. According to the NCC it is “well positioned to swiftly and effectively resolve international business disputes”.

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28 november 2018

Compensation for transition payment in 2020? Make sure your administration is in order and pay attention to the time frames.

On 10 July 2018 the Upper House of Parliament approved the legislative proposal that regulates a compensation for the statutory severance compensation, referred to as ‘transition compensation’, paid by employers to employees in the event of dismissal due to long-term incapacity for work.

Ni kan ta kontakt med: Suzanne Gerritse

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12 november 2018

Interpretation of a right of first refusal provision in the articles of association of a B.V.

In a recent case, the District Court Midden-Nederland has ruled in a dispute about a statutory right of first refusal provision in a joint venture in the form of a Dutch private company with limited liability (B.V.) with two shareholders, each holding 50% of the shares. The articles of association of the B.V. included a right of first refusal provision, which stipulated, among other things, that if control of a shareholder changed within the meaning of the Code of Conduct with respect to mergers as adopted by the Dutch Economic and Social Council and this shareholder had direct or indirect control over the joint venture (also as referred to in that Code of Conduct), this shareholder had to offer its shares to the other shareholder.

Ni kan ta kontakt med: Thijs L. Butter

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9 november 2018

Heussen speaks at the Brabant - Wuxi Business Day

Heussen was invited by the Government of North Brabant and the Wuxi Municipal Governmentto introduce the legal climate for doing business in the Netherlands

Brabant Wuxi Business Day 2018

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29 oktober 2018

The preparation and publication of annual accounts: the group exemption of article 2:403 of the Dutch Civil Code

Each legal entity is obliged to draw up annual accounts that meet the requirements of Title 9 of Book 2 of the Dutch Civil Code and to file them for public inspection with the trade register.

Heussen is happy to advise on the relevant legal aspects of the 403 group exemption and assist with the drafting and filing of a 403 declaration and declaration of consent. 

Ni kan ta kontakt med: Corine Vos

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23 oktober 2018

HEUSSEN ADVISED KIDSFOUNTATION WITH THE ACQUISITION OF KINDERCENTRUM.NL

kidsfoundation

HEUSSEN assisted KidsFoundation with the acquisition of Kindercentrum.nl. With this acquisition, KidsFoundation expands its activities in the Dutch child care business in, amongst others, Apeldoorn, Lochem and Zutphen.

The HEUSSEN team consisted of  Paul A. Josephus Jitta, Suzanne Beijersbergen and Ernst ter Braak.

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3 augusti 2018

EU Proposed Screen Framework on FDI - Substantial Influence on Foreign Investment

On 13 June 2018, EU ambassadors agreed on the Council’s position on the Proposal for a Regulation of the European Parliament and of the Council establishing a framework for screening of foreign direct investment into the European Union (hereinafter referred to as the “Regulation Proposal”). The Commission submitted the Regulation Proposal on 13 September 2017 and the European Parliament voted and approved the Regulation Proposal at its plenary session on 5 June 2018 after reviewing and amending it as a whole. Currently, the responsible committee, the Committee on International Trade (INTA), will force the Commission and the Council of the EU to enter into negotiations on this position. It is expected to reach a final approval in 2019 after which the regulation will be directly applicable in all EU Member States, including the Netherlands, without any further steps to incorporate it into the national legislation.

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30 juli 2018

Chinese Government Further Liberalizes Market Access for Foreign Investment —— Release of 2018 Negative List

The National Development and Reform Commission (“NDRC”) and the Ministry of Commerce (“MOFCOM”) jointly promulgated the 2018 version of the Special Administrative Measures on Access to Foreign Investment 2018 (“2018 Negative List”) on 28 June, 2018, which has entered into force on 28 July 2018. Subsequently, the Special Administrative Measures for Foreign Investment Access to Pilot Free Zones (“2018 FTZ Negative List”) was also released on 30 June, effective from 30 July, 2018.  By releasing the 2018 Negative List and 2018 FTZ Negative List, the Chinese government further liberalizes the market access in more than 20 sectors to foreign investments, including but not limited to agriculture, energy, resources, finance, automotive, ship and aviation devices manufacture, infrastructure, transportation, trade and culture.

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20 juni 2018

When is a data protection officer mandatory?

The NRC recently headlined 'Shortage of privacy experts in thousands of organizations'. The article states that by no means all organizations which are obliged to do so have indeed appointed a Data Protection Officer (hereinafter 'DPO'). Despite the fact that the General Data Protection Regulation (hereinafter "the Regulation") entered into force on 25 May 2018. The Regulation has replaced the current Privacy Directive and the corresponding Personal Data Protection Act. When is an organization obliged to appoint a DPO?

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18 juni 2018

HEUSSEN ADVISES FLAMINGO CASINO ON THE ACQUISITION BY JVH GAMING

Flamingo casino

HEUSSEN (Paul.A. Josephus Jitta en Thijs L. Butter) assisted Flamingo Casino in the acquisition by JVH gaming. With the acquisition of Flamingo Casino, JVH gaming is expanding it’s market leadership. The acquisition increases the national coverage of JVH gaming because Flamingo has a number of branches in regions where JVH gaming is not active.

For the official press release click here.

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15 juni 2018

Proposed EU Directive on cross-border mobility

On 25 April 2018, the European Commission proposed new company law rules making it easier for companies to merge, divide or move by way of a cross-border operation within the European Union. 

The proposal will be submitted to the Council of the European Union and the European Parliament for their consideration and adoption. When the proposal has been adopted, the new Directive would have to be implemented into the laws of all EU Member States.

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13 juni 2018

Heussen is proud of another Legal500 (EMEA) recommendation: Fast, Accurate, Cost-effective and a pleasure to deal with!

emea top tier firms 2018

HEUSSEN has again been ranked in the Legal500 EMEA 2018 edition. Its Corporate, Commercial and M&A practice is described by its clients and relations as ‘Fast, accurate’, ‘cost-effective’ and ‘a pleasure to deal with’.

We are very proud of the recommendations and would like to thank our clients and peers for their recommendations.

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11 juni 2018

Proposal EU Commission on the digitalisation of company law

On 25 April 2018, the European Commission published a proposal for the amendment of Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law.

The proposal will be submitted to the Council of the European Union and the European Parliament for their consideration and final adoption.

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8 juni 2018

HEUSSEN ADVISES RTL VENTURES ON PARTICIPATION IN TRAVELBAGS, SUITCASE AND BAG SPECIALIST.

Heussen (Paul A. Josephus Jitta and Suzanne Beijersbergen) has assisted RTL Ventures with the participation in Travelbags. With the acquisition of Travelbags, RTL wants to give an extra boost to the growth of the company.

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18 maj 2018

Heussen attended various IBA conferences

Last week our Employment law specialist Nils E.W. van Dijkman joined the IBA Annual Employment and Discrimination Conference in Montreal, Canada, where he was a keynote speaker on the topic of legalization of cannabis in Canada. Nils shared the Dutch approach on the subject with 250 arbitrators.

In addition, M&A specialists Stan Ph. Robbers and Paul A. Josephus Jitta attended the 4th IBA M&A Closely Held Global Entrepreneurship Conference: Disruption Meets Tradition. This conference was held in Munich, Germany.

 

Ni kan ta kontakt med: Nils E.W. van Dijkman

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30 april 2018

Dutch Supreme court provides clarity on shareholders' rights to place items on the agenda

The right of shareholders to put items on the agenda of the general meeting pursuant to Section 114a of Book 2 of the Dutch Civil Code, has proved to be an effective means in recent years by which (activist) shareholders have been able to influence the strategy of listed companies. On 20 April last, the Dutch Supreme Court issued an important ruling with regard to the right to place items on the agenda, which shows that shareholders cannot oblige a company to include items which belong to the exclusive competence of the management board on the agenda of the general meeting for a vote.

Ni kan ta kontakt med: Thijs L. Butter

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23 april 2018

Heussen Joined the Trade Mission to China Led by the Dutch Prime Minister Mark Rutte

From 8 to 13 April 2018, Prime Minister Mark Rutte led a large Dutch trade delegation, officially visiting China on a trade mission. The delegation comprised about 165 businesses and research institutes from five main sectors. 

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20 april 2018

Publication by Anneke Pelser and Suzanne Gerritse in "tijdschrift Arbeidsrechtpraktijk" (TAP): THE EXTENDED PROBATIONARY PERIOD: A DESIRABLE CHANGE?

The new coalition government has formulated its new policy intentions for reform of employment law regulations. These policy regulations referred to as 'Confidence in the Future' outline a number of changes to employment law regulations aimed at providing a more attractive climate for employers to, inter alia, enter into employment contracts for an indefinite period of time. In this article (in Dutch) we will first of all deal with these questions. Subsequently, we will, by analyzing case law, identify possible consequences of extending the probationary period, and in particular, discuss the need for doing so.

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19 april 2018

1st Sino-Dutch E-commerce Forum in Rotterdam

On 13 April, the 1st Sino-Dutch E-commerce Forum took place in Rotterdam,  jointly organized by the Shanghai Business Association The Netherlands and Rotterdam Partners. HEUSSEN was invited as a member of the Shanghai Business Association The Netherlands. 

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17 april 2018

Employment Law seminar

On Tuesday 17 April 2018 HEUSSEN’s Employment Law practice hosted an Employment Law Seminar for clients and business relations. Nils van Dijkman and Anneke Pelser discussed various current employment law topics, such as recent developments in case law and the legislative proposals for changes in the law.

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13 april 2018

LEGAL 500 EMEA 2018: RECOMMENDATIONS FOR HEUSSEN AND ITS LAWYERS

HEUSSEN has again been ranked for the following practice areas: Commercial, corporate and M&A and Employment. The Legal 500 describes Heussen as ‘fast, accurate’ and ‘results-driven’. Some of our lawyers are recommended as individual experts.

We would like to thank our clients and peers for their kind words.

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23 mars 2018

Implementation of the Fourth Anti-Money Laundering Directive - Part II

big brother

On 6 March Parliament approved the virtually unchanged bill for the implementation of the European fourth anti-money laundering directive (in short: the 'Implementation Act') without too many questions and discussions, despite the necessary criticism. The only amendment to the proposal since the amending letter of 31 January (in which only minimal technical corrections have been made to the text) has been to double the fine that can be imposed on the institutions subject to the Money Laundering and Terrorist Financing (Prevention) Act ('Wwft').

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22 mars 2018

HEUSSEN ADVISED KIDSFOUNDATION WITH THE ACQUISITION OF SKS ALLES KIDS

HEUSSEN assisted KidsFoundation with the acquisition of SKS Alles Kids. SKS Alles Kids is a child care organization with 30 locations in the Netherlands. With the acquisition of SKS Alles Kids, KidsFoundation expands its activities in the Dutch child care business. KidsFoundation now has almost 300 locations in the Netherlands.

The HEUSSEN team consisted of Paul Josephus Jitta, Thijs L. Butter, Ernst ter Braak, Corine Vos and Iris Hanssen.

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3 mars 2018

#metoo in employment law

Nils van Dijkman, our partner in the employment law practice and head of the Sweden Desk, was recently interviewed by "Academie voor de Rechtspraktijk". The subject was: #metoo in employment law. What do judges say about unacceptable sexual behavior and sexual harassment and what measures can an employer take to guarantee a safe working environment? In the interview Nils van Dijkman discusses some remarkable statements and provides practical tips for employers. Click here to watch the interview (in Dutch).

 

Ni kan ta kontakt med: Nils E.W. van Dijkman

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2 mars 2018

Deposit annual accounts in digital form

Legal entities are required to publish the annual accounts by filing them with the Chamber of Commerce. In the past, legal entities could either deposit the annual accounts in printed form or in digital form. Following the entry into force of the Decree of electronic filing (Besluit elektronische deponering handelsregister) on 1 July 2016, the Dutch trade register will no longer accept annual accounts in printed form.

Ni kan ta kontakt med: Corine Vos

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21 februari 2018

HEUSSEN ADVISES ON ACQUISITION OF CAMERA WAREHOUSE

Heussen (Paul Josephus Jitta) has supported Camera Warehouse with the sale of its physical shops in Amsterdam and Haarlem and the sale of its online store. These are purchased by the photography and video specialist, Kamera Express. The Parties see the takeover not only as an opportunity to achieve further growth, but in particular as a joining of forces. The collaboration between Camera Warehouse and Kamera Express will enable Kamera Express to expand its photography activities in the Dutch market.

Click here  for the official press release (in Dutch) from Kamera Express.

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19 februari 2018

HEUSSEN ADVISES KOKORO ON JOINING MAKERSTREET

Kokoro news

Heussen (Paul A. Josephus Jitta) has supported Kokoro in the process of joining Makerstreet. During this process, Makerstreet has acquired an equity interest in Kokoro. Kokoro will remain an independent brand name. Makerstreet has all of the digital specialisms under one roof to enable brands, products and services to improve and differentiate themselves through digital excellence, digital production and innovation. The acquisition of Kokoro means a further expansion in the digital marketing sector .

Click here for the official press release from Kokoro (in Dutch).

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7 februari 2018

Evaluation of the Management and Supervision Act

The Management and Supervision (adjustment) Regulations Act Public and Private Companies  (Wet bestuur en toezicht) (hereafter: the Act) entered into effect on 1 January 2013. During the parliamentary debate the Minister of Security and Justice had pledged that the Act was to be evaluated three years after it entered into effect. At the request of the Minister of Security and Justice the research was conducted by the University of Groningen and the results of the research were published on 15 December 2017. This article will address some of the research team’s conclusions and recommendations.

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7 februari 2018

HEUSSEN ADVISES ADDERACARE AB (PUBL) WITH THE ACQUISITION OF HUKA B.V.

HEUSSEN assisted AdderaCare AB (Publ) with the acquisition of Huka B.V. Malmö (Sweden) based AdderaCare is a corporate group active in the accessibility and home care industry that acquires companies offering products that help people develop, feel better, and more easily manage their day-to-day lives. With the acquisition of Huka B.V. AdderaCare has set its first steps into the Dutch market. Huka B.V. develops a wide range of innovative bicycles and other forms of transport. The HEUSSEN team consisted of Stan Ph. Robbers, Ernst ter Braak and Iris Hanssen. The deal was closed on 1 February 2018. 

Ni kan ta kontakt med: Stan Ph. Robbers

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1 februari 2018

Introduction of our new Head of China Desk

Heussen Law is pleased to announce that as of January 2018, Wendy Liu works as the Head of China Practice replacing Ying Cui.

Further information as PDF

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3 januari 2018

#Metoo

The film actor Kevin Spacey, who is known for among other things his key role in the Netflix series House of Cards, found that his work dried up in a few days after he was accused of unacceptable sexual behaviour. Accusations of unacceptable sexual behaviour occur with some regularity on the work floor. Can an employee accused of unacceptable sexual behaviour be sacked? 

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8 december 2017

Implementation of the Fourth Anti-money Laundering Directive

On 16 October, a legislative proposal was put before the Dutch Lower House for the implementation of the European fourth anti-money laundering directive (which we will refer to as the “implementation act” for the sake of brevity) that will lead to an amendment to the Wwft. The introduction of the legislative proposal is somewhat late as the directive should have been implemented by 26 June 2017. 

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6 december 2017

The Netherlands Commercial Court

Towards the end of the year there are always legislative proposals that still need to be debated in Parliament. A good example of this is the legislative proposal regarding the establishment of the Netherlands Commercial Court (the ”NCC”) and the Netherlands Commercial Court of Appeal (the “NCCA”) that was submitted to Parliament on 17 July 2017.

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1 december 2017

NEW GOVERNMENT PROPOSES CHANGES IN EMPLOYMENT LAW

Following the general elections in March 2017, the jointly governing Liberal Party finally concluded its negotiations with potential new coalition parties in September 2017 with the aim forming a new government. In October 2017 the newly formed coalition government published its plans for the next four years. A considerable number of these plans concern proposed changes in employment law. 

Ni kan ta kontakt med: Niels van Gelder

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27 november 2017

Heussen advises child care organisation KidsFoundation with the acquisition of child care orgainsation Zus en Zo

Heussen (Paul A. Josephus JittaErnst ter Braak and Thijs Butter) assisted child care organisation KidsFoundation with the acquisition of the Rotterdam based child care organisation Zus en Zo, with 26 locations. KidsFoundation is an affiliate of Smallsteps. Smallsteps has more than 220 locations in the Netherlands. With the acquisition of Zus en Zo, KidsFoundation expands its activities in the Dutch child care business.

For the official website of KidsFoundation, clicke here

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8 november 2017

Transfer restrictions and the appointment of an independent expert

Since 1 October 2012, the obligated nature of transfer restrictions has been abolished for a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).

Although the starting principle of the law is that transfer restrictions are applicable, it is possible to depart from this principle in the articles of association.

Ni kan ta kontakt med: Corine Vos

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11 september 2017

HEUSSEN advises VPK Nederland with the acquisition of Allround Packaging Group and Slippens Beheer

HEUSSEN assisted VPK Nederland, a subsidiary of VPK Packaging Group (VPK), with the acquisition of Allround Packaging Nederland and Slippens Beheer. With this acquisition, VPK expands its activities on the sustainable cardboard packaging industry. The HEUSSEN team consisted of Paul Josephus Jitta, Suzanne Beijersbergen and Ernst ter Braak. The deal was closed on 1 August 2017.

HEUSSEN advised VPK Packaging Group earlier this year with the acquisition of Solidpack.

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1 augusti 2017

Act against unreasonably long payment terms entered into force on 1 July 2017

On 1 July 2017, the Act against unreasonably long payment terms entered into force (the “Act”). The Act aims to prevent large companies from enforcing unreasonably long payment terms and to establish that a maximum payment term of sixty days will apply when large companies enter into a trade agreement with independent entrepreneurs or small or midsized companies.

Ni kan ta kontakt med: Sandy van der Schaaf

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7 juli 2017

Juliëtte Schueler newly appointed civil law notary

HEUSSEN is proud to announce that Juliëtte Schueler was formally appointed as civil law notary, effective today. Juliëtte will be taking over from Jacques Verasdonck, who has been HEUSSEN’s civil law notary since the firm was founded. Although Juliëtte will head the notarial practice from now on, Jacques will remain involved in our practice as of counsel.

Ni kan ta kontakt med: Juliëtte L.C. Schueler

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6 juli 2017

Employee protection during pre-pack

On 22 June 2017, the European Court of Justice (hereinafter “ECJ”) clarified the uncertainty around protection of employees against dismissal during a pre-pack. The ECJ has ruled that the EU Directive on Transfer of Undertakings (Directive 2001/23/EC) also applies in case of a relaunch of a company due to a pre-pack. As a result of this the employees are transferred to the restarting company by operation of law upon retention of their terms and conditions of employment.

Ni kan ta kontakt med: Suzanne Gerritse

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6 juli 2017

HEUSSEN ADVISES ANTICIMEX GROUP WITH TWO ACQUISITIONS

Heussen assisted Anticimex Group with the acquisitions of Excellent Ongediertebedestrijding and Gerdon Vogelwering. Excellent Ongediertebestrijding offers a wide range of pest control services, such as fungus control and bird control services. Gerdon Vogelwering is specialized in bird control services. 

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21 juni 2017

Companies Formally Registered Abroad Act applicable to UK companies after Brexit

As a result of Brexit, the Companies Formally Registered Abroad Act (Wet op de formeel buitenlandse vennootschappen) will become relevant for companies that are incorporated in the United Kingdom, but are performing their activities entirely or virtually entirely in the Netherlands without having an actual nexus with the United Kingdom.

Ni kan ta kontakt med: Corine Vos

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12 juni 2017

Enforcement of Act DBA further suspended until 1 July 2018

On 1 May 2016 the Deregulation Assessment Labor Relations Act (“Wet Deregulering Beoordeling Arbeidsrelaties”) came into force. This Bill has replaced the VAR-certificate. The VAR-certificate served as a tool for assessing whether or not an employment relationship exists. However, it offered independent contractors less legal certainty. 

Ni kan ta kontakt med: Suzanne Gerritse

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7 juni 2017

Revised Shareholders’ Rights Directive published

On 20 May 2017, the revised Shareholders' Rights Directive (the “Directive”) was published in the official journal of the European Union. The purpose of the Directive is to encourage active and transparent engagement by shareholders of EU listed companies.The Directive will enter into force two years after its publication in the official journal and must have been implemented by the EU Member States into national legislation by then.

Ni kan ta kontakt med: Sandy van der Schaaf

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31 maj 2017

HEUSSEN co-organized the Dutch employment law seminar with the Taiwan Business Association in the Netherlands

In order to assist Taiwanese companies acquiring more knowledge of Dutch employment law and the common employment practices in the Netherlands, the Taiwan Business Association in the Netherlands (“TBA”) and HEUSSEN co-organized a seminar at the offices of HEUSSEN Amsterdam for around 25 guests on 19 May 2017

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12 maj 2017

Cross-border business in Germany and the Netherlands (Round Table TerZake Legal/Elsevier)

Sandy van der Schaaf, advocaat & Rechtsanwältin and manager of the German Desk of HEUSSEN, is one of the nine lawyers that have been interviewed about the growth of their cross-border practice and the increasing business opportunities which they see in the German/Dutch market. 

Ni kan ta kontakt med: Sandy van der Schaaf

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9 maj 2017

Heussen advises Anticimex Group with the acquisition of PCF Holland

HEUSSEN (Paul A. Josephus Jitta and Suzanne Beijersbergen) assisted Anticimex Group, the world’s fourth-largest pest control company with the acquisition of PCF Holland, a family owned company based in the Central region of the Netherlands. The deal was closed on 3 May 2017.

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25 april 2017

Heussen assists RTL Ventures in acquiring a minority interest in Flinders

HEUSSEN has assisted RTL Ventures, an investment branch of RTL, to acquire a minority interest in Flinders, one of the fastest growing webshops in the Netherlands. RTL's investment branch invests € 3 million. The team that assisted RTL consisted of Paul A. Josephus Jitta and Thijs Butter. The transaction was completed on April 14, 2017. For more information, please be referred to RTL's press release.

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18 april 2017

Compensation to employers for dismissal costs (“transition compensation”) in the event of termination due to long-term illness

On 20 March 2017 a new Bill drafted by Secretary of State was published which states thatemployers will be compensated for the costs of transition compensation in the event of termination of the employment contract due to long-term illness.

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12 april 2017

Draft bill on implementation of UBO register published for consultation

On 31 March 2017, the draft bill on the registration of the ultimate beneficial owners implementation act was published for consultation. The draft Bill seeks to implement the obligation to maintain a central register with information on the ultimate beneficial owners (“UBOs”) of companies and legal entities in the Netherlands, which stems from the fourth European Anti Money Laundering Directive . The UBO register will be kept by the trade register of the Dutch Chamber of Commerce.

 

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7 april 2017

HEUSSEN ASSITED LEAD COUNSEL BROAD & BRIGHT WITH THE ACQUISITION OF THE SKIL BUSINESS BY CHERVON FROM BOSCH IN EUROPE

HEUSSEN assisted lead counsel Broad & Bright with the acquisition of the Skil business by Chervon (HK) Limited from Bosch. The deal was effective on 31 March 2017.  

Ni kan ta kontakt med: Stan Ph. Robbers

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7 april 2017

HEUSSEN co-organized the Dutch employment law seminar with the West Holland Investment Agency and Asia Business Centre in the Hague

In order to assist Chinese companies acquiring more knowledge of Dutch employment law and the common employment practice in the Netherlands, the West Holland Investment Agency (“WFIA”), Asia Business Centre and HEUSSEN co-organized the seminar in the Hague for over 60 guests on 20 March 2017. 

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3 april 2017

General Banking Conditions 2017 entered into force on 1 March 2017

On 1 March 2017, the amended General Banking Conditions entered into force. The General Banking Conditions contain the general rules which apply to the relationship between the customer and the bank. All members of the Dutch Banking Association (Nederlandse Vereniging van Banken) are using the same conditions. 

Ni kan ta kontakt med: Sandy van der Schaaf

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30 mars 2017

THE EUROPEAN ACCOUNT PRESERVATION ORDER (EAPO)

Changes for a Dutch creditor to recover cross-border claims in the European Union

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24 mars 2017

HEUSSEN advises Anticimex Group with the acquisition of Mirado Ongediertebestrijding

Anticimex mirado overname

HEUSSEN (Paul A. Josephus Jitta and Thijs L. Butter) assisted Anticimex Group, the world’s fourth-largest pest control company with the acquisition of Mirado Ongediertebestrijding, a family owned company based in the southwest region of the Netherlands.  The deal was closed on 21 March 2017.

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16 mars 2017

Interpretation of an earn-out arrangement in case of unforeseen circumstances

On 13 July 2016, the Dutch district court of Northern Netherlands ruled on the interpretation of an earn-out arrangement. In this case, the acquired company suffered losses in the year following the acquisition and this circumstance was not foreseen by the parties. The court has ruled that in that case, a linguistic explanation of the arrangement is decisive. 

Ni kan ta kontakt med: Thijs L. Butter

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27 februari 2017

Central shareholders’ register

On 19 January 2017, a private member’s bill has been filed to the Lower House of Dutch Parliament with regard to the establishment of a central shareholders’ register (‘centraal aandeelhoudersregister’). 

The object of the establishment of a central shareholders’ register is to create more insight into the identity of shareholders of legal entities. In addition, it appears that a physical shareholders’ register is often untraceable or the information is not up to date. The legislator would like to accomplish a higher degree of reliability of this information.

Ni kan ta kontakt med: Corine Vos

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16 februari 2017

Largest severance compensation awarded

Recent case law has indicated (Court of Gelderland ECLI:NL:RBGEL:2016:7113) that the termination of an employment contract of a Managing Director without reasonable cause can lead to the award of substantial (additional) severance compensation. In this case the Court awarded the largest (additional) severance compensation.

 

Ni kan ta kontakt med: Suzanne Gerritse

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1 februari 2017

HEUSSEN ADVISES VPK PACKAGING WITH THE ACQUISITION OF SOLIDPACK HOLDING

HEUSSEN assisted VPK Packaging Group (VPK) with the acquisition of Solidpack, producer of solid board packaging, with 175 employees which produces more than 65,000 tons of packaging. The Heussen team consisted of Paul Josephus Jitta and Suzanne Beijersbergen. The deal was closed on 19 January 2017.  

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31 januari 2017

New EU General Data Protection

On 14 April 2016 the EU Parliament formally adopted the EU General Data Protection Regulation (GDPR). The GDPR will replace the existing Privacy Directive and the corresponding Personal Data Protection Act as from 25 May 2018. From that moment onwards there will be one uniform set of binding regulations applicable within the EU instead of 28 national Acts based on EU legislation. 

Ni kan ta kontakt med: Suzanne Gerritse

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6 januari 2017

Dutch Supreme Court provides further guidance on the question if and when a limited partner in a limited partnership will be jointly and severally liable for the debts and obligations of the limited partnership

In its decision of 4 November 2016, the Supreme Court again rules on the question if and when a limited partner in a limited partnership will be jointly and severally liable for the debts and obligations of the limited partnership, in the event that a limited partner violates the prohibition in Article 20(2) of the Dutch Commercial Code for limited partners to exert management authority. 

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5 januari 2017

HEUSSEN ADVISES FLEXIBLE PACKAGING HOLDING WITH THE SALE OF THREE DUTCH FLEXIBLE PACKAGING COMPANIES TO THE SPANISH MULTINATIONAL SAICA

HEUSSEN assisted Flexible Packaging Holding (FPH), with the sale of three flexible packaging companies, Schut, located in Etten-Leur, Hellema located in Zaandam, and Lemapack located in Weesp, to Saica.

Ni kan ta kontakt med: Stan Ph. Robbers

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1 november 2016

Chili simplifies legalization of foreign public documents

As from 30 August 2016 the legalization of public documents from Chile is simplified into one, single procedure. As a consequence, it now will be easier, faster and cheaper to obtain public documents, such as birth certificates, marital state declarations, death certificates, judgements and company information for use in a foreign country.

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28 oktober 2016

Heussen advises RTL Ventures with the sale of Couvers to TripAdvisor

HEUSSEN assisted RTL Ventures, the investment company of RTL, with the sale of restaurant reservation platform COUVERTS to TripAdvisor, the parent company of restaurant review site IENS. The Heussen team consisted of Paul A. Josephus Jitta and Suzanne Beijersbergen. The deal was closed on 26 October 2016.

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19 oktober 2016

Legislative proposal concerning the disclosure of non-financial information by certain large public-interest entities approved by the Upper House of the Dutch parliament

On 27 September 2016, the legislation implementing EU Directive 2014/95/EU on the disclosure of non-financial information by certain large public-interest entities in the Dutch Civil Code was approved.

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10 oktober 2016 - Client information

Heussen advises Damier Group with the sale of the Vision Health business to Vemedia

DAMIER

Heussen assisted Damier Group with the sale of the Vision Healthcare Business to Vemedia, the largest manufacturer and distributor of health products in the Netherlands. Vision Healthcare is known for the brands Vision, Ecosym, Luuf, Glucadol and Zinolium. The transaction was completed early October 2016. The Heussen team consisted of Paul Josephus Jitta and Thijs Butter.

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31 augusti 2016

Act on mandatory electronic filing with the trade register entered into force on 1 July 2016

On 1 July 2016, the Act on mandatory electronic filing with the trade register entered into force. The act provides a basis for the adoption of an Order in Council (algemene maatregel van bestuur) pursuant to which documents such as annual accounts must be filed electronically with the trade register of the Chamber of Commerce via a uniform standard, being Standard Business Reporting (SBR).

Ni kan ta kontakt med: Sandy van der Schaaf

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31 augusti 2016

House for Whistleblowers Act entered into force

On 1 July 2016 the House for Whistleblowers Act (Wet Huis voor klokkenluiders) entered into force. The purpose of the Act is to improve the conditions for reporting abuses within organisations and to provide better protection for those individuals who report such abuses (‘whistleblowers’).

Ni kan ta kontakt med: Tim B. Schreuders

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12 juli 2016

Director disqualification act entered into force on 1 July 2016

On 1 July 2016, the Director disqualification act entered into force as a result of which the Insolvency act has been amended. The act enables the disqualification of managing directors for a maximum period of five years. The purpose of the act is to combat bankruptcy fraud and to prevent that managing directors can continue their fraudulent activities as a managing director or member of the supervisory board of a corporation.

Ni kan ta kontakt med: Sandy van der Schaaf

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12 juli 2016

Dutch Supreme Court acknowledges unconditional right of pledge on goods delivered subject to retention of title

The Dutch Supreme Court has ruled in its judgment of 3 June 2016 (ECLI:NL:HR:2016:1046) that both the transferor and the transferee of a good subject to a retention of title become conditional owner of the good, the transferor under the condition subsequent of payment of the entire purchase price and the transferee under the condition precedent of payment of the entire purchase price.

Ni kan ta kontakt med: Sandy van der Schaaf

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20 april 2016

HEUSSEN ranked and recognized in Legal500

In the new 2016 Europe, Middle East and Africa (EMEA) edition of the prestigious Legal500 legal guide HEUSSEN again has been ranked and recommended as a law firm in the practice areas “Commercial, corporate and M&A” and “Employment”. In addition, HEUSSEN’S corporate law partner Paul A. Josephus Jitta has been personally recommended as lawyer. After his 2008, 2009 and 2010 personal Legal500 rankings, this is his fourth ranking. Paul A. Josephus says to be proud that HEUSSEN has been ranked and recommended again. In his personal ranking Paul finds a recognition of the quality of work that HEUSSEN delivers to its clients.

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20 oktober 2015 - Press release

Legal Consulting for Hamburg-based reconcept Involving Bond Issue

Headquartered in Hamburg, Germany, investment company reconcept has issued a bond for its latest wind energy project (“reconcept 07 Anleihe der Zukunftsenergie Wind Deutschland GmbH & Co KG”). At a volume of 7.75 million Euros, the bond comes with a 5-year maturity and a fixed interest rate at 5% p.a.

1 mars 2015

Modernisation Parental leave and care leave

As of 1 January 2015 the Modernisation of Leave and Working Hours Regulations Bill entered into force. As a result of this, the statutory parental leave and care leave arrangements are amended as follows.

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