Mergers & acquisitions

The bigger the market, the bigger a company needs to be to service that market. In a merger, two or more companies of equal status join forces legally; in an acquisition one company is taken over by another, not seldom bigger, competitor. The latter usually takes the form of a shares transaction. A so-called asset deal or assets/liabilities transaction is also possible, but that usually has the (negative) effect for the selling party that it will be taxed and left sitting on an empty company. Anyone considering a merger has to deal with a large number of issues of a legal nature: the statutory rulings on the structure of the annual financial statements, audit law, the Works Councils Act (WOR), the structuring regulations, SER code of conduct for mergers and, of course, the statutory rules on mergers (Book 2 Dutch Civil Code). Complications can come up, for example whenever the bylaws contain a blocking rule, or when control mainly remains with priority shareholders.

To arrive at a merger, an extensive series of steps need to be carefully taken, varying from own (desk) research, Letter of Intent (LOI), due diligence to closing. Van Eeckhoutte gives advice and accompanies the various phases of the mergers & acquisitions process. In that context, it also acts as a negotiator for the selling or buying party. For such deals Van Eeckhoutte is insured up to a maximum amount of one million Euros.