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.

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.

De Brauw has advised the start-up Thorizon on securing EUR 20 million in funding to accelerate the development of its innovative molten salt reactor technology that uses nuclear waste as fuel. The EUR 20M will fund prototyping, licensing and demonstration of Thorizon One’s cartridge fuel system, a game-changer towards molten salt reactor industrialization.

De Brauw has acted as lead counsel to Exor in its EUR 3 billion sale of Ferrari N.V. common shares through an accelerated bookbuild offering, constituting the largest ABB in the Eurozone of at least the last 10 years. The transaction will reduce concentration in Exor's portfolio and allow for a sizeable new acquisition, when such an opportunity presents itself. Exor also intends to use a portion of the proceeds to launch a new EUR 1 billion share buyback program. Following completion of the transaction, Exor will remain Ferrari's single largest shareholder with c. 20% of the economic rights and c. 30% of the voting rights in Ferrari's share capital and remains fully committed as a long-term shareholder of Ferrari. In the context of the transaction, Exor has entered into a 360-day lock-up commitment, with respect to its remaining common shares of Ferrari. Ferrari participated in the ABB by purchasing c. 10% of the total offering for c. EUR 300 million.