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Corporate Real Estate

Law Firm in the Netherlands specialised in Corporate Real Estate

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Our Corporate Real Estate group was created in response to changes in real estate transaction and portfolio structures, in which property and corporate matters are becoming increasingly interwoven. The group is primarily focused on portfolio deals, whether structured as a transfer of assets, of shares in property companies or a combination of both, and on advising on the establishment and operation of real estate funds. We use an integrated approach, with tax advisors, civil-law notaries and lawyers from different practices working closely together, ensuring that our clients receive total solutions through a single point of contact. We act for a wide range of clients, including real estate investors, property managers, fund originators and managers, developers and banks.

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19/04/2021
CMS European Real Estate Deal Point Study 2021
The COVID-19 pandemic has left its mark on the European investment market. Investment volumes were around 23% lower than in the previous year, 2019, with its record performance. Buyers focused primarily on properties with stable income and those only minimally affected by the pandemic. The number of transactions in which steps were taken to ensure the buyer met its financial obligations was at a record high. The trend towards more buyer-friendly arrangements continued. Those are the key findings of the CMS European Real Estate Deal Point Study 2021. For the latest edition of this survey of the European real estate transaction market, international commercial law firm CMS systematically assessed and evaluated more than 1,900 real estate agreements on which it advised in countries across Europe from the beginning of 2010 to the end of 2020. The key find­ings:In­vestors focus on stable incomeThe COVID-19 pandemic led to a change in investor interest in the individual asset classes. Buyers focused primarily on properties with stable income and those that were only minimally affected by the pandemic. Logistics and residential properties were especially popular. Office real estate remained the strongest asset class in Europe, but its share of the market fell to a record low of 30%. Demand for retail properties remained at a consistently low level (15%). Logistics real estate performed particularly well, posting a rise to 19% , a new record. The proportion of investment going into specialist properties such as hotels fell significantly (14%). Residential real estate proved popular with investors, with its share rising to 22%. Sellers taking steps to ensure that buyers meet their financial ob­lig­a­tionsDur­ing the pandemic, an increased need for security on the part of sellers was apparent. The proportion of transactions in which steps were taken to ensure the buyer met its financial obligations rose to a record high of 64%. In previous years, security was agreed in less than 50% of all transactions. This high level is due to the increased desire for security on the part of sellers as a result of the pandemic; they were often uncertain about the buyer’s solvency going forward. As a means of providing security, both bank guarantees (17%) and a notary’s escrow account (10%) became less popular. In many cases, in contrast, the buyer made an advance payment (29%). In 9% of transactions, use was made of submission to immediate enforcement. Risk allocation in contracts: buyers catching up in a seller-friendly marketBuyers were able to strengthen their position further in 2020 with regard to risk allocation in contracts. In a market environment that remained very seller-friendly, they succeeded in obtaining favourable contract terms more often than in previous years. As part of the warranty, guarantees were again agreed more often in favour of buyers. The percentage of agreements with individual liability provisions increased to 75%. It was common practice to provide for both subjective and objective guarantees. The proportion of deals with seller-friendly limits on liability, such as de minimis and basket clauses and caps, dropped slightly below the prior-year level in 2020. The upward trend seen over many years in agreements aimed at limiting liability has thus been curbed somewhat, while buyers were able to negotiate more favourable contract terms more often than before. Buyers also prepared ground with regard to the contractual provisions on limitation periods. An increasing number of limitation periods from 18 to 24 months were agreed in 2020, while there was a slight fall in the proportion of short limitation periods of up to 18 months. National investors more prom­in­entIn­t­er­na­tion­al investors had a tough time in 2020. While international sellers have been responsible for the majority of deals since 2017, their percentage dropped back down to 43% in 2020, with national investors becoming more active. National investors accounted for 48% of deals in 2018, while in 2020, 57% of real estate investments were made by national investors.
28/10/2022
CMS Real Estate Global Brochure
Globalisation, political turbulence, changes in urban living patterns, increased digitisation, shifting consumer behaviour and flexible working are just some of the issues that are transforming the demands...

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19/09/2023
Dutch 2024 Tax Plan and other Tax proposals
On Tuesday 19 September 2023 the Dutch State Secretary for Finance published the 2024 Tax Plan and related legislative tax proposals. This newsflash primarily discusses the proposals that we consider most relevant for (international) companies. Dividend stripping Dividend stripping is the practice of splitting the economic interest in and legal title to dividends in order to obtain a dividend withholding tax advantage. The 2024 Tax Plan proses to improve the possibilities to combat dividend stripping through the following two separate measures:The introduction of a record date for recording the beneficiary of the dividends and the underlying credits, refunds or reductions of dividend withholding tax; andImproving the burden of proof for tax authorities in cases of suspected dividend stripping. The later measures only apply if the underlying tax amount exceeds EUR 1,000. Dutch tax classification rules for (foreign) entities A new regime for the classification of (foreign) entities for Dutch tax purposes is proposed as of 2025. The regime aims at reducing (hybrid) mismatches between the Netherlands and other jurisdictions and will include the following key elements:the codification of the current tax classification method for foreign entities;the current tax classification method for foreign entities will be supplemented by the 'fixed'-method and the 'sym­met­ric­al'-meth­od for foreign entities that do not have a comparable Dutch legal form, whereby:the 'fixed'-method entails that if an entity established under foreign law is resides in the Netherlands, the entity will always be regarded as tax opaque; andthe ''sym­met­ric­al'-meth­od means that if an entity established under foreign law (with a shareholder relationship with a Dutch resident taxpayer) and that entity does not reside in the Netherlands, the Dutch qualification of the entity will follow the qualification of its country of residence; andthe so-called unanimous consent requirement (toes­tem­mingsvereiste) will be abolished and all Dutch limited partnerships (CV), including the open limited partnerships (open CV) that currently is regarded as tax opaque, will qualify as tax transparent (except for reverse hybrid structures). The change in the tax classification of the open CV from tax opaque to tax transparent will trigger a final settlement which may result in a tax liability. Facilities are proposed to allow for a tax neutral restructuring. The impact of this proposal needs to be assessed as soon as possible with a viewing to benefitting from the special restructuring facilities in 2024. Changes to the tax classification of Dutch mutual funds (fonds voor gemene rekening or FGR) Under the current rules, the FGR can be structured as tax transparent or tax opaque for Dutch tax purposes. An FGR qualifies as tax transparent it the rules relating to the transfer of units are structured according to:the unanimous consent variant –units are only transferable with the prior unanimous consent of all other unitholders. The redemption variant – units can only be redeemed and issued by the FGR, i.e. only be transferred to the fund itself. All other FGRs are currently treated as tax opaque for Dutch tax purposes. Under the proposed new rules, an FGR will only qualify as tax opaque for Dutch tax purposes if the FGR is regulated under the Dutch Financial Supervision Act and the participation units are freely transferable. In this respect, the units will not be considered freely transferable if the units can only be redeemed and issued by the FGR itself. All other FGR's will be treated as tax transparent as of 2025. The change in tax classification from tax opaque to tax transparent will trigger a deemed disposal of the assets and liabilities of the FGR which may result in a Dutch corporate income tax liability. In order to give taxpayers the opportunity to restructure in a tax neutral manner in preparation for the change in the tax classification of FGRs, several facilities are offered. We would advise FGRs that currently qualify as tax opaque and are affected by this proposal to take advantage of the restructuring opportunities in 2024 before the proposed changes take effect from 2025. VBI regime It is proposed that the Dutch exempt investment institution regime (VBI regime) will be limited to entities that are regulated under the Dutch Financial Supervision Act as of 2025. This will eliminate the current possibility of using this exempt regime for Dutch corporate income tax purposes for the investment in private assets. FBI regime It is proposed that Dutch fiscal investment institutions (FBI) will be prohibited from directly owning Dutch real estate. Any FBI directly owning Dutch real estate as of 2025 will be subject to corporate income tax. Any FBI affected by the change in legislation and wishing to avoid such tax obligations will have to complete a necessary restructuring in 2024. During this period, a real estate transfer tax exemption will be introduced for restructurings by FBI to divest any prohibited assets or subsidiaries. Real estate transfer tax on share deals / concurrence exemption From 2025 the so-called concurrence exemption for the acquisition of shares in a real estate company will be abolished (concurrence between VAT and real estate transfer tax). As a result, the indirect acquisition of newly developed real estate will be subject to real estate transfer tax at the new rate of 4%, calculated on the fair market value of the new building or buildings. However, the concurrence exemption remains available if during the first 2 years after the share acquisition the underlying real estate is used for activities that entitle the owner (entity) to recover at least 90% of the VAT. With respect to asset deals, no changes are proposed concerning the concurrence exemption from real estate transfer tax. Environmental measures A number of environmental measures are proposed, the most important of which are an increase in the carbon emissions tax from 2024 and the extension of existing tax incentives (albeit at reduced percentages). In addition, it has been stated that all relevant tax breaks for the 'fossil industry' and their effectiveness have been identified during the last government period. However, due to the caretaker status of the current cabinet, any decisions regarding potential adjustments to these tax incentives will be deferred to the next cabinet. Other tax changes as per 2024 Box 2 tax rates for income from substantial interest As per 2024, the flat rate of 26.9% will be replaced by a general rate of 31%, with a step-up rate of 24.5% applying to the first EUR 67,000 of income from substantial interest. In short, a substantial interest is held if a private shareholder owns 5% of a company (or 5% of a special class of shares). Box 3 – income from savings and investments From 2024, the box 3 tax rate (which applies to income from passive investments) will increase from 32% to 34%. In addition, further guidance has been published on a number of points to determine the relevant tax base for box 3. The introduction of a new box 3 regime based on actual income will be delayed from 2026 to 2027. 30% ruling limited to maximum public sector salary Employees recruited from abroad who have specific expertise that is rare in the Netherlands are offered a favourable tax regime under which 30% of their gross salary can be paid as a net remuneration. From 2024, the application of the 30% ruling will be limited to the maximum salary for the public sector (EUR 223,000 in 2023). For existing 30% rulings with an expiry date after 1 January 2024, a transitional regime will be introduced under which the limit will apply from 1 January 2026. The way forward In the coming months, the 2024 Tax Plan will be discussed in both chambers of Dutch parliament. This means that the proposed measures are subject to change. We will keep you informed of any relevant changes. Please do not hesitate to contact us if case you have any questions.
06/09/2023
European real estate investment proved volatile in 2022, despite a promising...
Total investment across the European real estate market fell by around 14% in 2022 compared to the previous year, coming in at EUR 248 billion, according to global law firm CMS' European Real Estate Deal...
14/06/2022
European real estate investment markets back to pre-corona levels with...
The European real estate investment market appears to have largely recovered from the consequences of the COVID-19 pandemic in 2021, according to the CMS European Real Estate Deal Point Study 2022. Compared...
29/11/2019
CMS assisted multinational Coty on the relocation of its HQ to Amsterdam
CMS assisted multinational Coty on the relocation of its headquarters from New York to Amsterdam. Coty’s new HQ will be the Metropolitan Building at the South Axis in Amsterdam. The building is approximately...
07/10/2019
Real estate investment market flatlining at a high level
Total investment remains at previous year’s level. Investors forced to revise their investment preferences: office real estate still ahead, but growing interest in specialist properties. Market remains...
12/09/2019
CMS assisted South Korean investor Kiwoom Asset Management on the € 130...
CMS assisted South Korean investor Kiwoom Asset Management on the € 130 million acquisition of the landmark Queens Towers in Amsterdam from a fund managed by Blackstone. The Queens Towers is a fully-let...
24/07/2019
CMS assisted property developer Kadans Science Partner with the acquisition...
CMS assisted property developer Kadans Science Partner with the acquisition of the Shell complex Kessler Park in Rijswijk of Shell as seller. Mixed-use developmentThe building consists of approximately...
18/07/2019
CMS advised Savills Investment Management and Arab Bank Switzerland on...
CMS advised Savills Investment Management and Arab Bank Switzerland on the acquisition of AM Huis located in Utrecht. A private equity investor sold the building. Arab Bank Switzerland purchased the building...
18/06/2019
CMS announces revenues of EUR 1.36 billion for 2018 and appoints new chairman
International law firm CMS today announces revenues for the financial year 2018 of EUR 1.36 billion. This translates into growth of 5%. CMS created 49 new partners in the 2019 global promotions round...
03/06/2019
CMS advised Korean investor Hana Alternative Asset Management on the acquisition...
CMS advised Korean investor Hana Alternative Asset Management (HAAM) on the acquisition of the office building EDGE Amsterdam West at Basisweg (Amsterdam Sloterdijk) from Edge Technologies (OVG). The...
18/01/2019
Emerging Europe deal value reached EUR 80.5bn in 2018
The latest CMS Emerging Europe M&A report, published in cooperation with EMIS, shows that the UK was the largest foreign investor in emerging Europe by value (EUR 9.77bn), and the USA by volume (89 deals)...
09/10/2018
CMS European Real Estate Deal Point Study 2018
Property investment approaches record levels in sellers’ marketExcess demand continues to ensure strong negotiating position of sellersInvestors look to specialist properties for higher yieldsStrong...