The beginning of a new year is a great moment for an overview of recent developments in the law. In this overview we inform you about some important developments in corporate law and financial law that took place around the turn of the year being:
On 1December 2019 SRD II was implemented in the Dutch Civil Code (DCC). SRD II is the result of a European Action Plan for enhanced involvement of shareholders and sustainability of companies. The European Commission noticed certain shortcomings in the field of corporate governance for listed companies. There is a lack of long-term involvement of shareholders and of transparency between investors and companies. Therefore, shareholders must be given a greater participation in the remuneration policy and transactions with related parties.
Below we provide a brief overview of the parts of SRD II that have entered into force since 1 December 2019.
Crypto services: Registration requirement with DNB
Until now, providers of crypto services fell outside of the ambit of any regulation. EU legislators and supervisors considered this undesirable due to anonymous nature of crypto services which makes them susceptible to financial economic crime. Following the implementation of the Fifth Anti-Money Laundering Directive (EU 2018/843) into Dutch law on 10 January 2020, crypto service providers are required to register with the Dutch Central Bank (DCB) and will be subject to ongoing integrity supervision. DCB assesses whether providers of crypto services meet the requirements set by the Dutch Anti-Money Laundering and Terrorist Financing Act. In addition, providers of crypto services must conduct client surveys, monitor transactions and report unusual transactions to the Dutch Financial Intelligence Unit.
Until WAMCA came into force, there was no possibility to claim collective monetary damages on top of the establishment of collective responsibility. WAMCA amends the existing regulation from Article 3:305a DCC and adds Article 1018b-m of the Dutch Code of Civil Procedure (DCCP), introducing the possibility to claim collective damages. At the same time, the bar for claiming collective damages is raised and safeguards have been included to prevent abuse of the collective action.
Binding women’s quota for listed companies
The pursuit for gender diversity in the composition of the executive board and supervisory board of listed companies has been a hot item on the political agenda for some time. On 3 December 2019, the House of Representatives (Tweede Kamer) passed a motion requesting the government to oblige listed companies to include at least 30% women in their supervisory boards.
Best practices for managers of alternative investment funds
In 2017, the Netherlands Authority for the Financial Markets (AFM) carried out an investigation of 12 managers of investment funds whose license to manage an investment fund was legally converted into a license as referred to in the AIFM Directive (EU 2011/61) with effect of 22 July 2014. This research showed substantial room for improvement with regard to the sound conduct of business, governance and the segregation of assets. As a result of this investigation the AFM published a number of best practices. In principle, fund managers must comply with these best practices though on the basis of “comply or explain”. Below a brief overview of the AFM’s best practices.
Peter van Dijk and IJsbrand Uljée had the opportunity to write the Dutch chapter in the ICLG "International Comparative Legal Guide to: Corporate Tax 2020".
On 28 November 2019, the Dutch State Secretary of Finance published a (draft) decree including changes of
BUREN has advised Alimera Sciences, Inc., a pharmaceutical company listed on the Nasdaq that specializes in the commercialization