Sponsored Q&A: Rutgers & Posch

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Sponsored Q&A: Rutgers & Posch

1. Could you explain the key differences between secured and unsecured loans in the context of Dutch banking and finance transactions?

In a secured loan the payment obligations of the borrower are secured by security rights over assets of the borrower or a third party. In a bankruptcy scenario, a secured creditor can enforce these security rights as if there were no bankruptcy and in principle ranks ahead of all unsecured creditors subject to exceptions. Unsecured creditors rank pari passu in terms of payment with the claims of the borrower’s other unsecured creditors, have to submit their claims for verification with the bankruptcy trustee and cannot unilaterally enforce their claims as if there were no bankruptcy.
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Sponsored briefing: A brief overview of Dutch alternatives for participation structures

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Sponsored briefing: A brief overview of Dutch alternatives for participation structures

VanLoman partners Marc Oostenbroek and Gabriël van Gelder explore the advantages and disadvantages of structures for employee participation commonly used in the Netherlands

Participation structures are an often-used method to bind employees/managers to the company and to share the value increase realised. In the Netherlands generally four kinds of participation structures are used: stock options; stock appreciation rights (SARs); shares; and carried interest. Continue reading “Sponsored briefing: A brief overview of Dutch alternatives for participation structures”

Sponsored briefing: Guidance on Dutch corporate income tax treatment of payments of premiums and pay-outs under W&I insurances

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Sponsored briefing: Guidance on Dutch corporate income tax treatment of payments of premiums and pay-outs under W&I insurances

On 18 October 2022, the Dutch Secretary of State of Finance published a formal decree in relation to the Dutch corporate income tax treatment of payments of premiums and pay-outs under Warranty and Indemnity insurances (the W&I insurances). This decree includes the view of the Participation Exemption Knowledge Group of the Dutch tax authorities (the Knowledge Group) in relation to the Dutch corporate income tax treatment of W&I insurances. As W&I insurances are frequently used in M&A transactions, this tax development is relevant for the deal practice.

W&I insurances

Both warranties and tax indemnities play an important role in M&A transactions. By including warranties in the sale and purchase agreement, the buyer aims to get a clear view on the key characteristics and (potential) issues of the target by way of disclosure of information. Next to the warranties, the tax indemnity caters for a proper coverage of any tax liability in respect of any event occurring on or before the transaction date. In order to cover losses arising from a breach of a warranty and claims under a tax indemnity parties can enter into W&I insurances. These W&I insurances have gained popularity in recent years. Continue reading “Sponsored briefing: Guidance on Dutch corporate income tax treatment of payments of premiums and pay-outs under W&I insurances”

Euro Elite Benelux: Full steam ahead

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Euro Elite Benelux: Full steam ahead

Independent law firms across the Benelux region have gone into 2022 with a renewed sense of optimism, with them successfully withstanding the challenges of Covid-19 to continue winning exciting new mandates. Reflective of the buoyant mood of the market, at Stibbe, Brussels managing partner Wouter Ghijsels says: ‘Last year was our best year in terms of turnover. Our office is growing, and things are actually going extremely well in Brussels.’

Deal activity in Belgium has remained high since summer 2020, with firms reporting unprecedented demand from clients, as pre-pandemic trends in debt markets reassert themselves. 2021 saw an increase in activity from private equity funds, with the TMT, logistics and industrial sectors doing particularly well. Real estate, after a period of uncertainty, has once again become a sought-after asset, with centrally-located office space, logistics property and data centres in particular proving attractive targets for international investors, REITs and portfolio holders. Continue reading “Euro Elite Benelux: Full steam ahead”