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Private Equity

Advocatenkantoor in Nederland gespecialiseerd in Private Equity

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Het belang van private equity is de laatste jaren sterk toegenomen. Bij alle aspecten van de structurering, oprichting, fondsenwerving, exploitatie en beleggingsactiviteiten van private equity-fondsen is gedegen juridische kennis en ervaring een vereiste.

CMS adviseert en vertegenwoordigt private equity-fondsen, institutionele beleggers, durfinvesteerders, management teams en de bedrijven waarin zij investeren. Vertegenwoordigde fondsen zijn onder meer beleggers die investeren in een vroege, midden en late fase en onafhankelijke, captive en semi-captive fondsen. Wij vertegenwoordigen opkomende groeibedrijven in alle aspecten en fasen van hun levenscyclus, vanaf angel- en startfinanciering, daarop volgende transacties, beursintroductie en daarna.

Wij hebben ruime ervaring met het totale scala van diensten met betrekking tot private equity in een grote verscheidenheid van marktsectoren. Onze advocaten werken in transacties nauw samen met specialisten uit al onze praktijkgebieden. Hierdoor kunnen wij u wat betreft private equity-vraagstukken deskundig bijstaan op het gebied van vennootschapsrecht, fiscaal recht, banken en financieringen. Ook voor kwesties die te maken hebben met arbeidsrecht, onroerend goed, intellectueel eigendom, informatietechnologie, mededinging, fusies en overnames kunt u bij ons terecht. Samen met onze partners binnen CMS adviseren wij op het gebied van private equity in heel Europa en ook daarbuiten.

"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
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29/05/2023
CMS European Private Equity Study 2023
We are very pleased to share with you the second edition of the CMS European Private Equity Study 2023. This study analyses hundreds of Private Equity deals that we advised on in 2022 and previous years, providing unique insights into market trends and differences between private equity and trade deals. Key findings: Deal activity remained strong until Q3 2022, but experienced a significant drop in Q4. New investments accounted for 85% of PE deals analysed, with fewer exits and secondary buy-outs in 2022 compared to 2021. Bidding processes decreased in 2022, potentially due to less involvement of PE funds on the sell-side. Entry into new markets was the most common deal driver (64% of deals), while digitalisation was no longer a deal dri­ver­Tech­no­lo­gy, media, and telecoms (TMT) was the busiest sector, followed by Real Estate & Construction and life sciences. Use of MAC clauses decreased to 10% in 2022, compared to 15% in 2021. Fewer FDI approvals or clearances were sought in 2022 (8%) compared to 2021 (15%).W&I insurance played a prominent role in PE M&A transactions, increasing with deal value. Locked box mechanisms for setting purchase price were preferred in 80% of PE deals, while purchase price adjustments decreased. Earn-out provisions increased overall in 2022 but were more common in smaller deals than higher value deals. ESG considerations have not yet featured in legal due diligence or transaction documents. Management incentive schemes saw shorter vesting periods, increased management allocation, but tightened leaver provisions. Overall, there were buyer-friendly developments in some deal metrics, such as the use of "tipping" baskets.
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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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.
13/09/2023
Gemengde verwachtingen voor M&A-deals door economische onzekerheid
Europese fusies en overnames zullen de komende twaalf maanden dalen. Dat verwacht 43% van de dealmakers. Tegelijkertijd voorspelt 35% een stijging, waarbij degenen die werkzaam zijn in private equity...
29/05/2023
CMS European Private Equity Study 2023
We are very pleased to share with you the second edition of the CMS European Private Equity Study 2023. This study analyses hundreds of Private Equity deals that we advised on in 2022 and previous years, providing unique insights into market trends and differences between private equity and trade deals. Key findings: Deal activity remained strong until Q3 2022, but experienced a significant drop in Q4. New investments accounted for 85% of PE deals analysed, with fewer exits and secondary buy-outs in 2022 compared to 2021. Bidding processes decreased in 2022, potentially due to less involvement of PE funds on the sell-side. Entry into new markets was the most common deal driver (64% of deals), while digitalisation was no longer a deal dri­ver­Tech­no­lo­gy, media, and telecoms (TMT) was the busiest sector, followed by Real Estate & Construction and life sciences. Use of MAC clauses decreased to 10% in 2022, compared to 15% in 2021. Fewer FDI approvals or clearances were sought in 2022 (8%) compared to 2021 (15%).W&I insurance played a prominent role in PE M&A transactions, increasing with deal value. Locked box mechanisms for setting purchase price were preferred in 80% of PE deals, while purchase price adjustments decreased. Earn-out provisions increased overall in 2022 but were more common in smaller deals than higher value deals. ESG considerations have not yet featured in legal due diligence or transaction documents. Management incentive schemes saw shorter vesting periods, increased management allocation, but tightened leaver provisions. Overall, there were buyer-friendly developments in some deal metrics, such as the use of "tipping" baskets.
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...
01/02/2022
Time for transition: Energy M&A 2022
Met gepaste trots presenteren wij het rapport: Time for transition: Energy M&A 2022. Dit rapport biedt waardevolle inzichten in het Europese landschap van fusies en overnames in de energiesector en de...
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...
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...
19/03/2020
CMS European M&A Study 2020
Verkoper blijft in Europa koning terwijl industrie profiteert van kunstmatige intelligentie Europa blijft een verkopersmarkt. Alle Europese landen passen nu ‘ver­ko­pers­vrien­de­lij­ke’ ri­si­co­ver­de­lings­tech­nie­ken...
02/10/2019
BNR Zakendoen: Panel over fusies en overnames (met Roman Tarlavski van...
Door de toegenomen geopolitieke onrust en een afkoelend economisch klimaat daalt de dealactiviteit in Europa. Daarover sprak Roman Tarlavski, partner en hoofd van de Praktijkgroep Corporate/M&A bij CMS...
11/09/2019
Roman Tarlavski over dalende dealactiviteit in Europa bij BNR
Door de toegenomen geopolitieke onrust en een afkoelend economisch klimaat daalt de dealactiviteit in Europa. Daarover sprak Roman Tarlavski, partner en hoofd van de Praktijkgroep Corporate/M&A bij CMS...
05/09/2019
M&A-vooruitzichten in Europa steeds slechter
Zwakke economische indicatoren, onzekerheid rondom de Brexit en groeiend protectionisme in de wereldhandel hebben geleid tot een verschuiving in het sentiment in de M&A-wereld en tot het begin van een...