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.
若您希望了解更多信息，请联系: Sam E.J.M. van Well
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.
若您希望了解更多信息，请联系: Tim B. Schreuders
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.
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?
若您希望了解更多信息，请联系: Herman Ruiter
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.
若您希望了解更多信息，请联系: Dominique Grotegoed
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.
若您希望了解更多信息，请联系: Paul A. Josephus Jitta
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.
若您希望了解更多信息，请联系: Suzanne Gerritse
荷盛为来自上海的代表团举办《对荷投资及跨境并购信息经验分享会》
荷盛律师事务所（HEUSSEN）非常荣幸能够为来自上海的企业和朋友分享在荷投资及跨境并购的相关信息。
若您希望了解更多信息，请联系: Wendy Liu
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.
若您希望了解更多信息，请联系: Luuk Rietveld
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.
若您希望了解更多信息，请联系: Suzanne S. Beijersbergen
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.
若您希望了解更多信息，请联系: Rens M.R. Berrevoets
DUTCH CHILD LABOUR ACT: HAVE YOU CHECKED YOUR SUPPLY CHAIN?
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.
若您希望了解更多信息，请联系: Herman Ruiter
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.
若您希望了解更多信息，请联系: Corine Vos
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.
若您希望了解更多信息，请联系: Paul A. Josephus Jitta
HEUSSEN ADVISED KIDSFOUNDATION WITH THE ACQUISITION OF JUST KIDDIES B.V.
HEUSSEN assisted KidsFoundation with the acquisition of Just Kiddies B.V.
若您希望了解更多信息，请联系: Suzanne S. Beijersbergen
《劳动力市场平衡法案》将于2020年1月1日起生效
荷兰上议院于2019年5月28日通过了《劳动力市场平衡法案》（以下称为“新法案”），新法案将于2020年1月1日起生效。新法案对现行劳动法律法规的若干方面进行了修订。新法案为平衡持有无固定期限劳动合同的劳动者与持有更为灵活的劳动合同（例如固定期限劳动合同或零工时合同）的劳动者迈出了第一步。本文将对新法案中最为重要的几项修订进行探讨。
若您希望了解更多信息，请联系: Wendy Liu
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.
若您希望了解更多信息，请联系: Sam E.J.M. van Well
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.
若您希望了解更多信息，请联系: Stef T. van Heezik
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.
若您希望了解更多信息，请联系: Tim B. Schreuders
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.
若您希望了解更多信息，请联系: Sandy van der Schaaf
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