Human Resources | 01 December 2012

This article deals with two situations that occur frequently in connection with a transfer of undertaking, namely: i) dismissal of personnel and ii) harmonisation of employment conditions.

TRANSFER OF UNDERTAKING

In the case of a transfer of undertaking, the employees of the transferred undertaking will enter the service of the acquiring undertaking by operation of law. Pursuant to Article 7:663 of the Dutch Civil Code, the rights and obligations arising from the employment contracts that existed at the transferor will transfer to the acquirer by operation of law. Both written and oral agreements will transfer. 
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The Netherlands | 01 May 2012

For tax reasons, international joint ventures are often structured by using a Dutch private limited liability company. As such, the joint venture company is governed by its mandatory articles of association. Besides the articles of association, the joint venture partners (shareholders) usually also enter into a separate joint venture or shareholders’ agreement to regulate the affairs of the joint venture and the obligations of each shareholder. Such agreements do not necessarily need to be governed by Dutch law, but can be governed by the laws of any jurisdiction. Regardless of what law governs the joint venture agreement, recent Dutch case law shows that shareholders can be forced to dilute.

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The Netherlands | 01 March 2012

A distribution agreement is an important legal instrument in the 
cross-border sale and distribution of all sorts of products (and related services). This article gives an overview of some of the legal issues relating to distribution agreements under Dutch law. The subjects discussed are especially useful to take into account when doing business with suppliers/manufacturers and distributors within the jurisdiction of the Netherlands.

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The Netherlands | 01 February 2012

Equal treatment has yet to become fully embedded in the Netherlands. Although it is an essential part in the practice of law, neither employers nor employees always grasp the full impact that equal treatment has on their arrangements or actions. In this article, the authors will describe how equal treatment in the Netherlands actually works on a practical level.
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The Netherlands | 01 November 2011

The market for multi-purpose investment vehicles in the Netherlands is well established and developed. This article sets out the key regulatory and civil law drivers in structuring multi-purpose investment vehicles.

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The Netherlands | 01 October 2011

A critical review of corporate structure may result in the conclusion that more can be done with fewer corporate entities. Often our firm is approached by clients that would like to implement a legal entity rationalisation programme aimed at achieving cost efficiency. In the following article, typical issues to be dealt with when liquidating and deregistering a Dutch private limited liability company (besloten vennootschap or BV) entity are discussed.

This article intends to give an insight into the formalities and procedures under Dutch law that have to be considered when the liquidation and/or the winding-up of a Dutch BV is contemplated. [Continue Reading]

The Netherlands | 01 September 2011

On June 22 2011, the Dutch parliament adopted ten out of eleven amendments to the Telecommunication Act in order to implement revised European privacy, electronic communications and telecom directives. Only the amendment on internet access as a universal service was rejected. With these measures, the Netherlands will most probably become one of the first countries in the world to enshrine the concept of network neutrality into national law by banning its mobile telephone operators from blocking its customers or charging consumers extra for using internet-based communications services as Skype. [Continue Reading]

Corporate & Commercial | 04 July 2011

In the near future some significant changes will be made to Dutch corporate law, with the chief aim of achieving greater simplicity and reducing the burden for businesses.

This article will discuss several expected changes that will specifically affect private companies with limited liability (BVs) and public companies with limited liability (NVs). Some of these changes will take effect in the near future. [Continue Reading]

Human Resources | 04 June 2011

How can employers prevent their employees from competing with them when their employment contracts end? A non-competition and/or non-solicitation clause often solves this problem, but restrictions also apply to former employees who are not bound by such clauses. Both situations are addressed in this article. [Continue Reading]

Public Sector | 04 May 2011

The senate of the Netherlands has recently adopted a bill that protects private undertakings against unfair competition of public authorities (and public enterprises) conducting business activities. The bill imposes several rules of conduct on these public authorities. This article looks at the background to these changes and discusses the way in which the rules of conduct will be enforced in the Netherlands. [Continue Reading]