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COVID-19

Virtual general meetings of Dutch legal entities – Update 21 April 2020: Dutch Senate adopts Emergency Act

The Emergency Act on COVID-19 related matters (the ‘Act’) as proposed by the Dutch government regulates inter alia the possibility for virtual general meetings. On 21 April 2020, the Dutch Senate (Eerste Kamer) passed the Act without further voting. Read more.

Key considerations for Dutch M&A transactions following from COVID-19

The M&A practice faces significant impact because of the Covid-19 crisis. Parties involved in a M&A transaction may consider anticipating on this while drafting the transaction documentation. For example, the buyer can include a so-called "material adverse change" clause (hereinafter: "MAC clause") in the share purchase agreement. The seller must in turn ask himself which warranties can still be included. We expect that share purchase agreements where a part of the purchase price shall be paid by means of an ‘earn-out’ will be subject of discussion. Below we explain some of the consequences of the corona crisis for the M&A practice. Read more.

Virtual general meetings of Dutch legal entities – New legislation adopted by the House of Representatives (16 April 2020)

The Emergency Act on COVID-19 related matters (the ‘Act’) as proposed by the Dutch government regulates inter alia the possibility for virtual general meetings. On 16 April 2020, the House of Representatives (Tweede Kamer) passed the Act. It is expected that the Dutch Senate (Eerste Kamer) shall adopt the Act soon. Read more.

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