The M&A situation in successful m&a transactions in the netherlands with vdrs the Netherlands is rapidly changing. The article discusses the fundamental decision that buyers have to make, like deciding whether to buy the assets or shares of a company they want to acquire, and how to finance an acquisition.
Private M&A transactions are not regulated by law, however, parties can decide on their own legal framework in the contract of sale (the BV or the NV). The Dutch Civil Code (DCC) is a standard terms for the sale of shares, businesses or assets, and defines the formalities to be followed for public transactions involved.
A public M&A transaction may require approval from the Authority for Consumers and Markets or the European Commission. Additionally, the Work Councils Act (Wet op de ondernemingsraden) and competition rules may be applicable to certain types of transactions.
You can purchase shares and the business of your target company in various ways, including issuing new stock as a reward for the transaction. Share mergers are exempt from capital contribution tax in the Netherlands. However dividend withholding tax (WHT) is normally due on the dividends distributed by the acquiring company.
Goodwill recognized for accounting reasons in the context of a tax-deductible purchase assets and/or business can be depreciated over a period of 10 years to be used for CIT purposes in the Netherlands in the event that the gain is due to consolidation or group relief for CIT purposes (clawbacks may apply). Service entities, such as branches in other countries, are subject to transfer pricing rules and may be eligible for advance certainty on the tax implications of proposed related-party transactions by way of the provision of international rulings.