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Private Equity

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Over the years, the importance of private equity has grown considerably. Solid legal knowledge and experience is essential on all aspects of private equity fund structuring, formation, fundraising, operation and investment activities.

CMS advises and represents private equity funds, institutional investors, corporate venturers, management teams and the companies in which they invest. Funds represented include early, middle and late stage investors, and independent, captive and semi-captive funds. We represent emerging growth companies in all aspects and phases of the corporate life cycle, from angel and start-up funding to follow-on transactions to its IPO and beyond.

We have vast experience in all services concerning private equity across a wide range of market sectors. Our transactional lawyers work together with specialists from across all our practice areas and locations. We can assist you on private equity matters concerning finance, tax, corporate and M&A, as well as employee benefits, real estate, competition, banking and IP/IT. With our colleagues in CMS we advise on private equity transactions throughout Europe and beyond.

"They adapt to the needs of the market" and "have good knowledge of market regulations."

Chambers Europe, 2019

"Pragmatic and solution-oriented," adding that "one always feels very well advised and as a priority."

Chambers Europe, 2019

"They don't get hung up on legal technicalities; they're always alive to the real commercial issues . The international network comes in handy too."

Chambers Europe, 2018
25/10/2022
CMS European Private Equity Study 2022
We are very pleased to share with you the first edi­tion of the CMS European Private Equity Study 2022.This study ana­lyses over 100 CMS Private Equity deals that we ad­vised on in 2021 also tak­ing in­to ac­count for com­par­is­on data of PE deals we ad­vised on in 2020 and trade deals of both peri­ods. Key find­ings based on ana­lys­is of 2021 deals Deal activ­ity: deal volume was in line with gen­er­al mar­ket trends, with a sig­ni­fic­ant de­crease in deal activ­ity in 2020, the year of the out­break of COV­ID-19, fol­lowed by an un­pre­ced­en­ted level of activ­ity in 2021.Deal Drivers: one of 2021's ma­jor deal drivers was di­git­al­isa­tion (11% in 2021 com­pared to 2% in 2019 and 2020).For­eign In­vest­ment Con­trol: In 2021, 14.8% of the PE deals we ana­lysed in­cluded some form of FDI ap­prov­al pro­cess as part of the con­trac­tu­al terms.W&I In­sur­ance: The num­ber of PE deals fea­tur­ing W&I in­sur­ance in­creased from 36% in 2020 to 42% in 2021. In high­er value deals (where the pur­chase price is more than EUR 100m), W&I in­sur­ance cov­er­age is now the stand­ard, hav­ing been used in 74% of the PE deals we ana­lysed.Man­age­ment in­cent­ive schemes: The ma­jor­ity of the in­cent­ive schemes re­viewed al­loc­ated up to 25% of the exit pro­ceeds to man­age­ment. In more than 70% of cases leav­er pro­vi­sions ap­ply and, when triggered, man­age­ment has to for­feit or sell (de­pend­ing on wheth­er they are a good or bad leav­er) both sweet equity and any strip (e.g. rollover in­vest­ment).
28/07/2022
CMS Private Equity Glob­al Bro­chure
Private equity in­vestors face daily pres­sures of ori­gin­a­tion, valu­ations, ex­e­cu­tion, per­form­ance, exit strategies, fund rais­ing and reg­u­la­tion. At CMS, our private equity strategy is de­signed around our...
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07/2022
CMS Private Equity Glob­al Bro­chure
Private equity in­vestors face daily pres­sures of ori­gin­a­tion, valu­ations, ex­e­cu­tion, per­form­ance, exit strategies, fund rais­ing and reg­u­la­tion. At CMS, our private equity strategy is de­signed around our...
01/02/2022
Time for trans­ition: En­ergy M&A 2022
We are pleased to present the re­port Time for trans­ition: En­ergy M&A 2022. This re­port provides in­valu­able in­sights in­to the en­ergy M&A land­scape in Europe, and the op­por­tun­it­ies and chal­lenges fa­cing...
31/01/2022
Time for trans­ition: En­ergy M&A 2022
While world lead­ers have been gath­er­ing for COP meet­ings for dec­ades, what made COP26 per­haps par­tic­u­larly not­able is that the private sec­tor also gathered in force, and with a com­mit­ment and de­term­in­a­tion to be a key driver in the de­car­bon­isa­tion of the world’s eco­nom­ies.  In pre­vi­ous years, there have been mur­mur­ings from vari­ous cor­por­ates that to make so­cial or en­vir­on­ment­ally driv­en in­vest­ment de­cisions may not align with their fi­du­ciary duty to act in the in­terests of share­hold­ers. As share­hold­er act­iv­ism has driv­en the de­bate in­to board­rooms from above, this at­ti­tude is rap­idly re­vers­ing dir­ec­tion. While re­turns are gen­er­ally seen as lower in the clean sec­tor com­pared to, say, the oil & gas sec­tor, be­ing in­ves­ted in the green trans­ition is in­creas­ingly seen as a key route to pre­serving and pro­tect­ing share­hold­er value. At the same time, vol­un­tary and man­dat­ory cli­mate re­lated dis­clos­ures are align­ing the drivers for in­vestors across the board so that cap­it­al is in­creas­ingly driv­en by the met­rics they pro­duce.  This is be­ing re­flec­ted in, among oth­er things, the plum­met­ing cost of cap­it­al for green in­vest­ments. At the same time high car­bon in­tens­ive in­vest­ments, such as coal based pro­jects and busi­nesses, are strug­gling to se­cure fund­ing, with many fa­cing in­solv­ency. In­vest­ments in the en­ergy trans­ition, a key part of the green trans­ition, will prin­cip­ally take the form of M&A. The out­come of COP26 and the mo­mentum it has gen­er­ated means that European deal­makers in the en­ergy sec­tor will be even busier in 2022. Europe leads the world in the en­ergy trans­ition and the race to net zero is driv­ing near-re­cord levels of deal­mak­ing – not­ably in wind and sol­ar photo­vol­ta­ic gen­er­a­tion.At the same time, the en­ergy trans­ition is both ex­pand­ing and frag­ment­ing the en­ergy sec­tor. For many, it has tra­di­tion­ally been fo­cused on en­ergy gen­er­a­tion. The trans­ition is bring­ing to the fore less vis­ible tech­no­lo­gies. Everything from tra­di­tion­al hy­dro­power to grid-scale bat­ter­ies, elec­tri­fic­a­tion of trans­port and hy­dro­gen. It is also bring­ing in­to the mix sec­tors that have not tra­di­tion­ally been fo­cused on en­ergy, such as in­dus­tri­al de­car­bon­isa­tion, ship­ping and min­ing for the nat­ur­al re­sources needed for the en­ergy trans­ition. In par­al­lel with this, there is a huge and grow­ing story around en­ergy trans­mis­sion and dis­tri­bu­tion. Elec­tri­city net­works will need to ex­pand massively to fa­cil­it­ate elec­tri­fic­a­tion and new tech­no­lo­gies. They are also be­com­ing smarter with the use of di­git­al tech­no­logy to op­tim­ise the way power is dis­trib­uted, traded and con­sumed. Fur­ther, new types of net­works may provide in­vest­ment op­por­tun­it­ies for those look­ing for stable long term as­sets, such as hy­dro­gen and car­bon net­works.Against this back­ground, tra­di­tion­al fossil fuel-based play­ers are de­car­bon­ising their op­er­a­tions. For the oil and gas ma­jors, this means ac­quir­ing or sig­ni­fic­antly en­han­cing their cap­ab­il­it­ies in re­new­ables, in­clud­ing wind, sol­ar and hy­dro­gen, while sim­ul­tan­eously di­vest­ing se­lec­ted car­bon-in­tens­ive as­sets in re­sponse to mount­ing ESG pres­sures. This may be one of the reas­ons why 50% of re­spond­ents in our study point to dis­tress-driv­en deals as a top sell-side driver.Change is en­dem­ic in the en­ergy sec­tor, but the cur­rent trans­ition makes the years since lib­er­al­isa­tion of en­ergy mar­kets in the late 1980s seem al­most steady-state in com­par­is­on. Des­pite the mo­mentum and push for cap­it­al to be in­ves­ted in the en­ergy trans­ition, there re­main obstacles, not least the lim­ited pipeline of good qual­ity in­vest­ment op­por­tun­it­ies, con­tinu­ing con­cerns over lock­downs and COV­ID-19 vari­ants, fin­an­cing dif­fi­culties arising from po­ten­tially un­stable long term rev­en­ue streams and di­min­ish­ing rates of re­turn. Not­with­stand­ing these chal­lenges, our study finds that en­ergy sec­tor M&A will in­creas­ingly be an en­gine driv­ing cap­it­al in­to pro­pos­i­tions that match so­cial and polit­ic­al am­bi­tions for the green trans­ition. Key find­ings  En­ergy re­mains a premi­um as­set class for most in­sti­tu­tion­al in­vestors, with its per­form­ance dur­ing the pan­dem­ic and im­petus from COP26 fur­ther en­han­cing its at­tract­ive­ness75% of en­ergy com­pan­ies are con­sid­er­ing an ac­quis­i­tion and/or di­vest­ment in 2022Along­side premi­um as­sets, in some sub­sect­ors there are un­der­val­ued tar­gets driv­ing buy-side activ­ity, with sellers shed­ding dis­tressed as­sets as the sec­tor shifts in re­sponse to the en­ergy trans­ition45% think COV­ID-19 will be a ma­jor M&A obstacle in 2022, but this re­mains a flu­id situ­ation that can change rap­idly
25/11/2020
New re­struc­tur­ing tools
The leg­al land­scape is cur­rently char­ac­ter­ised by change and evol­u­tion. The most re­cent ex­amples are cer­tainly the new re­struc­tur­ing tools in Ger­many, the Neth­er­lands and the United King­dom.We are pleased...
19/03/2020
CMS European M&A Study 2020
Seller re­mains king in Europe while in­dustry be­ne­fits from ar­ti­fi­cial in­tel­li­gence Europe con­tin­ues to be a seller’s mar­ket. All coun­tries across Europe now ap­ply “seller-friendly” risk al­loc­a­tion...
13/05/2020
Private Equity Break­fast
CMS, one of the world’s largest law firms, and in­ter­na­tion­al ex­ec­ut­ive search firm Ped­er­sen & Part­ners are de­lighted to in­vite you to the 4th edi­tion of their joint Be­ne­lux Private Equity Break­fast...
05/09/2019
M&A pro­spects in Europe are be­com­ing more dif­fi­cult
Weak eco­nom­ic in­dic­at­ors, un­cer­tainty sur­round­ing Brexit and grow­ing pro­tec­tion­ism in glob­al trade have con­trib­uted to a shift in sen­ti­ment in the M&A com­munity and the be­gin­ning of a down­turn in deal­mak­ing...
17/06/2019
Private Equity & Ven­ture Cap­it­al: Volat­il­ity in Valu­ations?
Valu­ations re­main high and new in­vest­ments likely to be lower than in 2018. The mar­ket trend is still re­garded as 'seller-friendly' for the time be­ing. Polit­ic­al and eco­nom­ic un­cer­tainty both are likely...
17/05/2019
Be­ne­lux Private Equity Break­fast: Volat­il­ity in Valu­ations?
Valu­ations re­main high and new in­vest­ments likely to be lower than in 2018. The mar­ket trend is still re­garded as 'seller-friendly' for the time be­ing. Polit­ic­al and eco­nom­ic un­cer­tainty both are likely...
16/05/2019
3rd Be­ne­lux Private Equity Break­fast
CMS, one of the world’s largest law firms, and in­ter­na­tion­al ex­ec­ut­ive search firm Ped­er­sen & Part­ners are de­lighted to in­vite you to the 3rd edi­tion of their joint Be­ne­lux Private Equity Break­fast...
11/04/2019
Top rank­ings CMS in The Leg­al 500 EMEA 2019
The on­line edi­tion of The Leg­al 500 Europe, Middle East & Africa (EMEA) 2019 has been pub­lished. Our law­yers are de­scribed as prag­mat­ic, class, pleas­ant and know­ledge­able. CMS is val­ued for its pres­ence...
27/03/2019
CMS European M&A Study 2019: Sellers set the agenda, des­pite mar­ket un­cer­tainty
The "seller-friendly" dy­nam­ic in European M&A trans­ac­tions strengthened dur­ing 2018, not­with­stand­ing a drop-off in volumes to­wards the end of the year. This comes in marked con­trast to the United States...