Insights

On 20 March 2025, the new Corporate Governance Code Monitoring Committee, chaired by Rob van Wingerden, presented an update of the Dutch Corporate Governance Code by including an enhanced risk management statement (known in the Netherlands as verklaring omtrent risicobeheersing or VOR) in the Code.

On 21 February 2025, the Dutch Supreme Court ruled on the right to equal treatment of men and women in response to preliminary questions. The case revolved around the collective bargaining agreement (CBA) for the secondary vocational education (MBO) sector, which entitles employees to 30 vacation days as well as approximately 30 "other leave days". According to the CBA, employees are not required to work on these "other leave days", which are not classified as vacation days and include, for example, days falling within school holiday periods. The CBA stipulates that employees do not receive compensation when these "other leave days" coincide with maternity leave. The Supreme Court was asked to decide if this provision discriminates against women.

Competition authorities around the world are closing loopholes and asserting jurisdiction over mergers that have potentially harmful effects but that fall below quantitative merger-control thresholds. Some of the activities that give them cause for concern include anti-competitive effects in local markets, roll-up strategies, killing potential competition, and the stifling of future innovation. Authorities are increasingly taking the view that the size of an undertaking's revenue does not necessarily reflect that undertaking's effect on competition.

B&S Group S.A., active in the consumer goods industry, and Sarabel have reached conditional agreement on an envisaged recommended public offer by Sarabel, trough its affiliate ELFB Investments Netherlands B.V., for all issued and outstanding shares in the capital of B&S of EUR 6.15 (cum dividend) in cash per share. The offer values a 100% of the shares at approximately EUR 518 million and is unanimously recommended by the executive board and supervisory board of B&S.

On 28 March 2025, Dutch newspaper Trouw published a front page article on systemic failures in medical care for detained women. That same day, Bureau Clara Wichmann presented a report to the Dutch State Secretary for Justice and Security describing how over 50 detained women had not been given adequate medical care, sometimes resulting in severe damage to their health, even death. Detainee testimonies reveal that medical complaints are often dismissed, access to specialised care is insufficient, and the process of dispensing medication is prone to errors. Additionally, gender-sensitive care is lacking, and the absence of continuity in medical treatment poses severe health risks. The issue was also discussed in many other media outlets, including on Radio 1 (NOS Met het Oog op Morgen – [NOS Met het Oog op Morgen - Beluister Met het Oog op Morgen 27-03-2025 | Podcasts | NPO Radio 1], minute 11.40).

De Brauw has acted as lead counsel to Exor on a EUR 1 billion share buyback tender offer. The tender offer will be executed via a reverse "Dutch auction", allowing qualifying shareholders to select the price at which they wish to sell their shares back to Exor within a pre-determined price range, extending in 1% increments, from a 3% discount to a 10% premium over a VWAP reference price. The tender offer is supported by Exor majority shareholder Giovanni Agnelli B.V., which has committed to participate for an amount of up to EUR 250 million at whatever price is ultimately determined to be the strike price (as a 'strike price tender'). As trusted lead legal adviser to Exor, De Brauw was involved in all strategic and legal aspects of the tender offer, the majority shareholder commitment, and the drafting of documentation including the offer memorandum.