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Corporate/M&A

Law Firm in the Netherlands specialised in Corporate/M&A

We advise on more deals than any other law firm in Europe. Do you wish to expand the growth potential of your organization? Do you consider a merger, an IPO or do you want to enter new markets? Or are you looking for financing by way of a private loan or the issuance of shares? At CMS we always offer the best approach and assistance. We don’t have a traditional way of looking at things and together with you we will lead you to success.

Whether you are planning a merger as part of your growth strategy, thinking about diversifying into new sectors or looking for new funding options such as non-bank lending or through equity investment, our experts offer you the right mix of legal and commercial advice. Having lawyers who think and act beyond their traditional role and seek to add value can help you secure the competitive edge you need in an ever-changing business environment. Our international team of more than 750 corporate lawyers in over 30 countries worldwide can assist you in all aspects of corporate law and M&A, both domestically and internationally.

Whatever your size, a large publicly listed company or a small privately owned business, we can deliver a tailored, commercial, cost effective solution for you, covering areas such as M&A, private equity, equity capital markets, outsourcing, group restructuring and privatisations. Our cross-border teams consist of experts from all practice areas and sectors such as banking, consumer products, energy, infrastructure, insurance, life sciences, real estate and construction, hotels and leisure, technology and media. This allows us to understand your specific issues for a transaction and provide you with advice within context, saving time and money and allows us to pinpoint your real commercial issues and risks in a transaction.

Our Corporate Litigation group has extensive knowledge in the field of litigation. We advise a broad range of clients on corporate and commercial conflicts and routinely act before state courts.

Work highlights:

  • Acted for a consortium led by Cheung Kong Infrastructure Holdings on the acquisition of Dutch waste management company AVR Afvalverwerking from Van Gansewinkel.
  • Assisted Riverland with the acquisition of the Hotel Pulitzer in Amsterdam from Blackstone.

Significant clients: FD Media, Atos, Accor.

"Technical, responsive, and well-positioned in the market."

The Legal 500 EMEA, 2023

"Hands on and pragmatic. They know their value and can distinguish between must haves and nice to haves."

The Legal 500 EMEA, 2023

"I believe the litigation team of CMS Amsterdam is able to provide solid legal advice and representation in court. They have a solid place in the market when it comes to corporate and insolvency litigation."

The Legal 500 EMEA, 2023

"Pro-active, friendly and respectful."

The Legal 500 EMEA, 2023

"CMS appears to have a clear eye for the commercial aspects of the transaction."

Chambers Europe, 2023

‘They truly understand our business needs and are creative in problem solving. This leads to great cooperation and efficient closing of transactions.’

The Legal500 EMEA, 2022

"It is a great asset for us that CMS can easily assist in virtually every jurisdiction in Europe."

Chambers Europe, 2022

"CMS Netherlands has a broad corporate practice with wide-ranging transactional experience."

IFLR1000 31st edition, (2020/21)

Highly commercial approach. Very personable service. Efficient. Highly effective.

IFLR1000, 2021

The team is hands-on, practical and keen.

The Legal 500 EMEA, 2021

"Clear and quick way of communicating" and "pragmatic and solution-driven."

Chambers Europe 2021

The team at CMS go above and beyond to provide well thought out and pragmatic advice. They deal with queries efficiently and are courteous and easy to deal with. Finally, they felt like a safe pair of hands in which to entrust our legal issues.

The Legal 500 EMEA, 2020

They have a clear industry focus. Consequently they truly understand our business. Compared to other firms they are unique in their hands on approach and industry expertise; they are truly a part of our team and get things done.

The Legal 500 EMEA, 2020

quick and aligned with our interests.

Chambers Europe, 2020

knowledgeable, pleasant and responsive.

Chambers Europe, 2020

Clients are also impressed by the firm's "flexibility, commercial orientation, negotiation skills and international presence".

Chambers Europe-wide, 2020

Broad corporate practice with wide-ranging transactional experience and significant sector expertise.

Chambers Global, 2020

Extremely well-resourced department with a huge array of offices across Europe.

Chambers Global, 2020

Thorough and reliable.

Chambers Global, 2020

"A firm with great sector expertise. They understand the dynamics, timings, financial and personal aspects of a deal. This made them crucial in getting the deal completed in time. Moreover, they produced so we reached the desired result."

IFLR1000, 2020

"Professional, reliable, sharp, quick, and has the ability to drive complex tasks forward."

IFLR1000, 2020

"Excellent corporate work. A highly responsive team. Knew the right answers and helped us successfully navigate Dutch law issues."

IFLR1000, 2020

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Company Law
The Netherlands have a closed system of legal entities under private law. The law stipulates that associations, cooperatives, mutual insurance compani
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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 e
Corporate Litigation
Corporate Litigation involves the whole area of company law and procedural law, and involves all potential disputes in and to do with the company. The
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Equity Capital Markets
The principal areas of our equity capital markets practice are advising on IPO's and secondary offerings of equity and debt securities on Euronex
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Joint ventures & Strategic alliances
CMS has substantial experience in advising companies and organizations on various joint ventures including all sorts of alliances, strategic joint ven
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Mergers & Acquisitions
M&A transactions are a core activity within our practice. We advise on a wide range of domestic and cross-border transactions such as acquisitions
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Private Equity
Over the years, the importance of private equity has grown considerably. Solid legal knowledge and experience is essential on all aspects of private e
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22/03/2023
CMS European M&A Study 2023
The CMS Corporate/M&A Group is pleased to launch the 15th edition of the European M&A Study
13/09/2023
Turning the Corner? CMS European M&A Outlook 2024
We are pleased to share with you the 2024 edition of the European M&A Outlook, published by CMS in association with Mergermarket.

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06/02/2024
Employment issues in M&A transactions in Netherlands
A. Share Deal I. Obligations of the purchaser 1. Check whether: a works council has been established within the group of companies the target company belongs to and if so, verify for which en­tity/en­tit­ies...
Comparable
14/12/2023
ESG Power Hour: Discover the trends for 2024
We cordially invite you to the webinar "ESG Power Hour: Discover the Trends for 2024" on Thursday 14 December 2023, from 08:30 to 09:30 AM, live via GoTo Webinar.
20/11/2023
Chronicle on Dutch M&A disputes in the year 2022
This chronicle provides an overview of relevant developments in Dutch M&A disputes in the year 2022, including published case law and literature. In the chronicle our corporate litigation specialists...
15/11/2023
CMS Expert Guide to Public Takeovers in Netherlands
1. Are takeovers of listed companies regulated? Yes - the Financial Supervision Act (Wet op het financieel toezicht) governs takeovers of Dutch public companies listed on a regulated market. Additionally...
Comparable
10/11/2023
Navigating the AI Act in Tech M&A
The use of artificial intelligence (AI) in various sectors is transforming the landscape of mergers and acquisitions (M&A), requiring companies and their M&A advisors to keep up with the rapidly changing technological and regulatory environment. On 21 April 2021, the European Commission proposed the 'Regulation of the European Parliament and of the Council laying down harmonised rules on artificial intelligence' (AI Act), which aims to establish a regulatory framework, inter alia for the providers (including product manufacturers), users, distributors and importers of AI systems. The AI Act is expected to be formally adopted in the first half of 2024. In our last contribution, we discussed the concept of 'Tech M&A'. In this article, we will take a look at how the AI Act will affect Tech M&A. AI Act The AI Act introduces a new legal framework that classifies AI systems according to the level of risk they pose in respect of the rights and freedom of individuals. Four levels of risks are dis­tin­guished:Un­ac­cept­able risk: AI systems which are classified in the first category are prohibited by the AI Act. High risk: With respect to high-risk AI systems, the AI Act imposes requirements and obligations regarding, inter alia, (i) technical documentation; (ii) risk management systems; (iii) conformity assessment procedures; (iv) log keeping; and (v) quality management systems. Limited risk: Title IV of the AI Act concerns certain AI systems to take account of the specific risks of manipulation they pose. The transparency obligations set out therein apply for systems that (i) interact with humans, (ii) are used to detect emotions or determine association with (social) categories based on biometric data, or (iii) generate or manipulate content ('deep fakes'). Low or minimal risk: Lasty, the AI Act creates a framework for the creation of codes of conduct, which aim to encourage providers of non-high-risk AI systems to voluntarily apply and implement the mandatory requirements for high-risk AI systems. The task of monitoring and enforcing the provisions of the AI Act is assigned to a national supervisory authority in each Member State. In the Netherlands, the competent authority is the Personal Data Authority (Autoriteit Per­soonsgegevens). Failure to comply with the obligations and requirements laid down in the AI Act may result in a penalty. Further rules on penalties shall be determined by each European member state individually, taking into account the maximum penalties provided for specific infringements of the AI Act. For example, infringements of Article 5 (regarding prohibited AI practices) shall be subject to administrative fines of up to EUR 30,000,000 or up to 6 % of its total worldwide annual turnover for the preceding financial year. Due diligence As the AI Act will come into force in the near future, assessing the risk level(s) of the relevant AI system(s) and their compliance with the AI Act is already – and will increasingly become – an important part of the due diligence in Tech M&A transactions. In addition, depending on the role of the target company (e.g. as a provider or user of AI), it will be crucial in such due diligence investigations to assess information on the ownership of AI-generated intellectual property rights, compliance with data protection regulations and liability for AI decision-making. Transaction documentation The AI-related risks identified in the due diligence phase should be addressed in the share purchase agreement through appropriate warranties and indemnities, signing or closing conditions. These due diligence findings may also affect the valuation, negotiation and structuring of the M&A transaction. Representations and warranties: the seller should provide more specific and comprehensive representations and warranties regarding compliance with the AI Act. Signing or closing conditions: the parties may need to include more tailored conditions relating to the target company's AI systems, such as obtaining or maintaining any necessary authorizations, registrations, certifications or notifications under the AI Act in order to comply with any ongoing or reporting requirements. Furthermore – in the event of W&I-insured transactions – the parties and their insurers should adapt the scope of their due diligence, disclosure, negotiations and underwriting processes to account for AI risks and to ensure that the W&I insurance provides adequate coverage for these risks. The introduction of the AI Act and the expected development of associated national legislation may result in uncertainty regarding the (legal) risks involved. Therefore, we expect W&I insurances will be in demand by parties in Tech M&A transactions Conclusion In the dynamic landscape of Tech M&A, the development and application of AI and the introduction of the proposed AI Act are transforming M&A processes. AI-related transactions require a tailored approach at each stage of the transaction, focusing on identifying specific AI risks and incorporating such risks into the transaction documentation. The AI Act, once enacted, will impose various requirements, obligations and other aspects to be considered by all stakeholders to an M&A process. Time will tell how the Tech M&A market will respond to the development of further legislation to regulate AI systems. We consider the adoption of the AI Act a confirmation of the significant potential of AI companies and foresee a bright future for Tech M&A.
24/10/2023
CMS European Energy Sector M&A and Investment Outlook 2024
As the world economy increasingly embraces the push towards decarbonisation, Europe has actively sought to place itself at the vanguard of the discussion on energy trans­ition. Op­por­tun­it­ies to deploy capital abound as power sources switch further towards offshore and onshore wind, solar, heat, hydrogen, battery storage, new networks, carbon capture, and industrial decarbonisation. The latter brings an interface with other sectors such as technology companies (with power hungry data centres a particular focus), real estate, low carbon transport and decarbonisation of industrial processes such as cement, glass and steel production. As much as it is difficult, complex and highly political, the energy transition is also a huge business opportunity. To reach net zero by 2050, the International Energy Agency (IEA) estimates that global investment in clean energy alone will need to increase from the USD390bn in the first half of 2023, to USD 1.3tn in 2030. Many commentators worried that Russia’s invasion of Ukraine would put back the transition and shift Europe back towards fossil fuels. While it appears to have resulted in a renewed political focus on energy security it has also laid bare the financial and political consequences of relying on oil & gas imports, giving further impetus to renewables as a secure form of energy. Europe has also sought to be a leading light on the concept of “reaching net zero”, with the European Union (EU) having set out its ambition, back in 2019, to become the world’s first major economic bloc to be climate-neutral by 2050. This has added momentum to energy investment and M&A over recent years – 2021 and 2022 saw the second and third highest annual aggregate values of Western European M&A in the sector on record, at USD 59.8bn and USD 53.7bn, respectively, bested only by the anomalously high total of USD 89.4bn logged in 2018. Energy M&A in the region has been more subdued in 2023, but our survey demonstrates that energy executives are gearing up for a more active dealmaking period, with most expecting more opportunities and anticipating increased levels of investment in the year ahead. Capital looks set to continue to flow primarily to renewable energy projects and related assets, with solar and batteries topping the list of attractive subsectors among our respondents. Consistent with this, South West Europe takes pole position as the most promising region for investment opportunities. But there are thorns among the roses. Our respondents are cognizant of the challenges in the energy market, with supply-chain volatility and commodity price increases emerging as a prominent concern. This is unsurprising after a period of dislocation following the pandemic and amid a time of rising global demand for renewable products and commodities. Persistent inflation and elevated interest rates, combined with an uncertain macroeconomic outlook, are raising investors’ concerns, with financing risk (including the increased cost of financing) also coming to the fore for respondents. Overall, while some sense a recent softening of the market due to these fundamentals, our survey paints a picture of steadily improving investor sentiment in Europe’s energy sector, laying the foundations for a busier period ahead for M&A activity.
04/10/2023
CMS advises Zien Group on the sale of the Hard Rock Hotel Amsterdam
CMS has advised Zien Group on the sale of the Hard Rock Hotel Amsterdam American to Dalata Hotel Group, Ireland's largest hotel operator. The 'American' is located on Leidseplein, has 173 guest rooms...
20/09/2023
CMS advises Bynder on the acquisition of EMRAYS
CMS has advised Bynder, the market-leading digital asset management (DAM) platform on its acquisition of EMRAYS, a specialist provider of AI search solutions for DAM. The CMS team was led by Roman Tarlavski...
13/09/2023
M&A dealmaking expectations mixed amidst economic uncertainty
43% of dealmakers expect European M&A activity to drop in the next 12 months, though (35%) are forecasting an increase, with those working in private equity notably optimistic. This is according to the...
13/09/2023
Turning the Corner? CMS European M&A Outlook 2024
We are pleased to share with you the 2024 edition of the European M&A Outlook, published by CMS in association with Mergermarket.
06/09/2023
Decoded: traditional M&A vs. Tech M&A
Mergers and acquisitions (M&A) are crucial to the growth and evolution of businesses across industries. M&A in its most traditional form involves companies in various sectors coming together to consolidate resources, expand market reach, and enhance overall competitiveness. However, with the rapid advancement of technology, a new paradigm has emerged: Tech M&A. Tech M&A focusses on new sorts of technology that can create great value to businesses, but creates new challenges as well. Our specialised Tech M&A team will explore the key challenges of Tech M&A in a series of articles. In this first article, we explore the key differences between traditional M&A and Tech M&A. Traditional M&A Traditional M&A refers to the consolidation of companies in various industries, such as manufacturing, and retail. In traditional M&A, the primary objectives often include achieving economies of scale, synergizing operations, gaining access to new markets, and diversifying products or services. The legal and other processes involved in these transactions are well-established and generally of a static nature, with extensive precedents and routines governing the entire process. Companies meticulously assess each other's financials, assets, liabilities, and risks. Tangible assets, such as real estate, machinery, and inventory are an important element of such assessment. Tech M&A Tech M&A, on the other hand, refers to acquisitions that involve technology driven companies. Unlike traditional M&A, where tangible assets are at the forefront, Tech M&A centres around intangible assets like intellectual property, data, software, and innovative technology such as artificial intelligence. The legal and other processes for Tech M&A transactions are therefore tailored to focus on such assets during every stage of the transaction.  Strategic value is placed on a company's proprietary technology, talent, and potential for future growth. Consequently, Tech M&A transactions are dynamic and complex, while time is of the essence. Key differences and challenges Need for alternative valuation methods Traditional M&A primarily relies on financial metrics and historical performance to determine valuation. In contrast, Tech M&A requires a keen assessment of a company's intellectual property, technology, market potential, and future growth prospects. Valuation methods like discounted cash flow and comparable analysis are still relevant, but new metrics and tools are required to evaluate the potential of a prospect accurately. Continuous technological advancements The fast-paced nature of technology requires the acquiring party to carefully consider the sustainability and scalability of the technology they are acquiring. This is far from a static assessment and may even change during the course of a transaction. When designing the process for a Tech M&A transaction, parties should consider which developments are especially relevant for the target. Furthermore, the process should provide for sufficient flexibility to address any such developments without jeopardising the overall timeline. ESG concerns around use of AI and data privacy ESG considerations have unmistakably become an important topic in any M&A transaction. Technology driven companies, often operating in dynamic and innovative environments, tend to be more re­source-ef­fi­cient and carbon-light compared to traditional companies, aligning well with ESG goals. However, the technological advancements on which such companies are based may raise concerns on their impact on society, including in respect of artificial intelligence, automation and data privacy. Rapidly changing regulatory landscape Regulatory requirements and developments are key to both traditional M&A transactions and Tech M&A transactions. Technology driven companies used to manoeuvre more often in a unregulated legal landscape than traditional companies. This landscape is changing as a result of European legislation focused on shaping Europe's digital future, including the Digital Services Act, Digital Markets Act and the EU AI Act, the world's first comprehensive AI law. The impact of such legislation on tech companies will soon become a decisive factor for Tech M&A transactions and will force these companies to regulate their businesses. Conclusion As technology continues to shape the business landscape, the differences between traditional M&A and Tech M&A become more pronounced. Actors in the Tech M&A space must adapt to the unique challenges posed by Tech M&A, including complex valuations, regulatory matters, and the fast-paced nature of the industry. Staying informed on the latest trends will be crucial to navigating the Tech M&A landscape. Stay up-to-date Stay up-to-date by subscribing to our Corporate M&A and TMC newsletters to receive future articles and event invitations about Tech M&A directly in your mailbox.
04/09/2023
Shareholder disputes on the qualification as Good- or Bad Leaver: reflect...
Disputes over leaver provisions in shareholders' agreements occur regularly. A departing shareholder may be convinced that he qualifies as a good leaver under the applicable shareholders' agreement, while...