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Corporate Governance


Corporate Governance is a hot issue at present. Good governance is extremely important for every business and institution. It involves knowledge and expertise, the quality of management and entrepreneur, independence and transparency, under the supervision of an independent body. The accounting scandals in the United States but also in Europe have contributed to a rapid codification of this concept.
In 2002, the Tabaksblat Committee in the Netherlands laid down the rules and conditions for good corporate governance in a Code. These rules focus, for example, on the remuneration of board members, the position of shareholders and the structure and functioning of the board (possibly a one-tier board comprising both executive and supervisory directors). The Tabaksblat Code is only applicable to listed companies. In practice, however, after the introduction of the Code there was quickly a knock-on effect for non-listed companies too. That very same year CMS, in cooperation with a large family firm, drew up a code for non-listed companies, particularly family firms. Many sectors have meanwhile followed this lead and are developing sector-specific codes. These include the insurance sector, pension funds and the health care sector.
CMS can advise companies on the legal components of good corporate governance. In addition, our multidisciplinary teams of lawyers, civil-law notaries and tax lawyers can assist you with the implementation of the relevant code in the legal structure.

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March 2019
CMS Guide to Em­ploy­ment Is­sues in M&A Trans­ac­tions
CMS Em­ploy­ment Prac­tice Area Group is pleased to share with you the 2019 edi­tion of the CMS Guide to Em­ploy­ment Is­sues in M&A Trans­ac­tions.While mer­gers and ac­quis­i­tions (M&A) tend to be led by cor­por­ate or tax law­yers, deal­ing ef­fect­ively with the em­ploy­ment law is­sues can sig­ni­fic­antly im­prove the chances of a suc­cess­ful trans­fer. The im­port­ance of em­ploy­ment law and the types of dif­fi­culties that arise de­pend on the nature of the in­di­vidu­al trans­ac­tion, but a fail­ure to ad­equately ex­am­ine the ex­ist­ing rights and ob­lig­a­tions between the tar­get com­pany and its staff can res­ult in ex­pens­ive em­ploy­ment claims, ad­min­is­trat­ive fines and oth­er li­ab­il­it­ies.The em­ploy­ment law­yers on the team must carry out due di­li­gence to identi­fy any po­ten­tial prob­lems with col­lect­ive bar­gain­ing agree­ments, mis­clas­si­fic­a­tion of em­ploy­ees (e.g. as freel­ance), pen­sion schemes, em­ploy­ee be­ne­fits, ac­crued and as-yet un­paid time off, ex­ist­ing leg­al claims and po­ten­tial leg­al claims. They can also help design lay­off and re­ten­tion strategies, en­sure reg­u­lat­ory com­pli­ance, har­mon­ise em­ploy­ment prac­tices in the new com­bined en­tity and deal with cross-bor­der clashes in em­ploy­ment cul­ture.This CMS Guide to Em­ploy­ment Is­sues in M&A Trans­ac­tions provides a com­pre­hens­ive over­view of the em­ploy­ment law re­quire­ments to be taken in­to ac­count when deal­ing with an M&A trans­ac­tion in any one of 31 jur­is­dic­tions. In­form­a­tion about cross-bor­der mer­gers can be found in a sep­ar­ate CMS guide.This guide of­fers a valu­able re­source to help with the plan­ning ne­ces­sary to man­age risk and avoid ma­jor prob­lems dur­ing every stage of the in­teg­ra­tion pro­cess. Should you need more de­tailed ad­vice, please reach out to your reg­u­lar CMS con­tact or send an e-mail to em­ploy­[email protected]­al.com. We have a proven track re­cord in un­der­stand­ing our cli­ents’ needs, and in de­liv­er­ing a pro­fes­sion­al and seam­less ser­vice. We will be happy to provide fur­ther ad­vice.The CMS Em­ploy­ment Team
March 2019
CMS European M&A Study 2019
The CMS Cor­por­ate/M&A group is pleased to launch the el­ev­enth edi­tion of our European M&A Study. 560px340pxht­tps://me­dia.cmsleg­al.com/me­dia/em­bed?unique_key=bfd4ddebbe2c42442e25ca7daaa0c5d9&width=720&height=405&auto­play=false&auto­light­soff=false&loop=false&cleanal­wayseznode://556355This year’s Study re­flects data from 458 deals in 2018 on which CMS ad­vised. This is the largest num­ber of deals ever covered by the Study, now in its 11th year, which is re­flect­ive of CMS’s gain in mar­ket share and cor­res­pond­ing rise up the M&A league tables. In ana­lys­ing the 2018 mar­ket, we re­port on cur­rent mar­ket stand­ards on risk al­loc­a­tion in M&A deals, com­par­ing 2018 against 2017 and the pre­vi­ous eight-year av­er­age for 2010 – 2017.The spe­cial fea­tures of the Study are as fol­lows:CMS Trend In­dex – to il­lus­trate a cur­rent fact or trend for the par­tic­u­lar fea­ture re­por­ted on, com­par­ing the po­s­i­tion in 2018 with that of 2017 and / or the eight-year peri­od 2010 – 2017.CMS European / US risk al­loc­a­tion com­par­is­on – a head­line ana­lys­is of the dif­fer­ing risk al­loc­a­tion on stand­ard is­sues in European and US M&A.CMS European re­gion­al dif­fer­ences – we high­light cer­tain is­sues which are par­tic­u­lar to one or more of the six European re­gions covered.CMS deal size ana­lys­is – we ana­lysed our data against three dif­fer­ent deal val­ues: deals up to EUR 25m; EUR 25m to 100m and deals ex­ceed­ing EUR 100m.For the first time, the Study sought to eval­u­ate the main deal driver for each trans­ac­tion re­viewed. This is in ad­di­tion to ana­lys­is of the back­ground of the seller (mostly stra­tegic and fin­ance in­vestors but also a sub­stan­tial num­ber of in­di­vidu­als) and the buy­er (al­most ex­clus­ively stra­tegic and fin­ance in­vestors).The key find­ings of the Study in­clude:De­creased use of pur­chase price ad­just­ments (PPA) – around 44 per­cent of deals in­cluded a PPA com­pared with 48 per­cent in 2017. This rep­res­ents a not­able move­ment against the over­all trend in re­cent yearsSig­ni­fic­ant in­crease in the ap­plic­a­tion of locked box struc­tures – of the deals that did not in­volve a PPA, 59 per­cent used a locked box in 2018 which rep­res­ents a sig­ni­fic­ant in­crease over the 49 per­cent in 2017Earn-outs con­tin­ue to grow in pop­ular­ity – there was a two-per­cent­age point year on year in­crease in the use of earn-outs in 2018. A quarter of small and mid-cap deals now in­volve earn-outsA re­cord year for War­ranty & In­dem­nity (W&I) in­sur­ance –sellers are in­creas­ingly of­f­load­ing their war­ranty ex­pos­ure by pre-pack­aging a buy­er’s W&I policy. Nearly a third (30 per­cent) of deals val­ued over EUR 100m now in­volve this form of in­sur­anceWe trust that the CMS European M&A Study will as­sist you in your every­day M&A activ­it­ies.560px340pxht­tps://form.jot­form.com/90832787017968al­ways
June 2020
CMS Cor­por­ate / M&A Glob­al Bro­chure
A glob­al lead­er in Cor­por­ate / M&AWe ad­vise some of the world’s lead­ing com­pan­ies on mer­gers & ac­quis­i­tions, of­ten in chal­len­ging and cross-bor­der situ­ations. With more than 1,000 law­yers of­fer­ing best-in-class leg­al ex­pert­ise across 41 jur­is­dic­tions, we de­liv­er a seam­less cli­ent ex­per­i­ence and in­vari­ably re­ceive top rank­ings from in­dustry com­ment­at­ors in­clud­ing Bloomberg, Mer­ger­mar­ket and Thom­son Re­u­ters.


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Up­date re­gard­ing tim­ing im­ple­ment­a­tion UBO-re­gister
April 2019
UBO-re­gister in­to force as from Janu­ary 2020
June 2018
Sun­rise’s CHF 500m Swiss Towers sale lights up M & A mar­ket
An­nu­al Re­view 2017-2018
New Dutch Cor­por­ate Gov­ernance Code enters in­to force
09 December 2016
Re­vi­sion Dutch Cor­por­ate Gov­ernance Code
Mon­it­or­ing Com­mit­tee Cor­por­ate Gov­ernance
CMS Guide Li­ab­il­ity of Hold­ing Com­pan­ies
Fact Sheet Cor­por­ate
CMS Derks Star Bus­mann Day of the Board: one-tier board too tight?
One-tier board le­gistlat­ive pro­pos­al is 'Co­di­fic­a­tion, not modi­fic­a­tion'