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The award criteria determine to which tenderer the contract will be awarded in a particular tendering procedure. Price is often an important sub-criterion for award in practice, but award based on the lowest price is not permitted in principle. What is actually the situation with award based on best price-quality ... Read More »
Category Archives: Corporate law
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Bearer shares at the NV a thing of the past?
March 28, 2017
The Netherlands has two types of capital companies: the NV (public limited company) and the BV (private limited company). One major difference between the two company forms has to with the shares. The introduction of the flex BV (Flex Private Limited Company) has diminished the differences in this area. The ... Read More »
Is it possible to ratify unauthorised representation?
March 7, 2017
Title 3 of book 3 of the Dutch Civil Code (‘BW’) contains provisions relating to the power of attorney. Article 3:69 BW determines that when someone has acted as the unauthorised representative of another, the latter can ratify this legal act, which means that the same result is realised as ... Read More »
A banned substance in animal feed can be reason to impose an administrative fine
March 3, 2017
If the inspectors of the Netherlands Food and Consumer Product Safety Authority (NVWA) discover a banned substance in animal feed, the State Secretary of Economic Affairs, Netherlands Enterprise Authority (RVO) can impose an administrative fine on the basis of the Animals Act (Wet dieren). On the basis of sections 2.17 ... Read More »
New Corporate Governance Code – the most important changes
February 28, 2017
On 8 December 2016, the Corporate Governance Code Monitoring Committee (the ‘Committee’), published the revised Corporate Governance Code (the ‘Code’). The most important changes relate to the focus on long-term value creation and the introduction of culture as an element of good corporate governance. The Code has also been simplified ... Read More »
District Court Rotterdam confirms the ACM’s doctrine of imputability with investment funds
February 24, 2017
In his contribution to our knowledge pages, my colleague Sjaak van de Heul previously informed us that the ACM (Netherlands Authority for Consumers and Markets) had fined [ii] investment funds (investment firms or private equity) for breaches of the cartel prohibition by companies (flour producers) that were (indirectly) held by ... Read More »
Moving towards the Netherlands Commercial Court
February 23, 2017
A next important step towards creating the Netherlands Commercial Court has been taken: on 16 December 2016, the Netherlands Commercial Court legislative proposal (with accompanying explanatory memorandum) was published as a consultation document. The term to respond, 1 February 2017, has now expired. It looks like we are progressing towards ... Read More »
The implied duty of good faith in commercial contracts and its impact on deferred consideration clauses in corporate sale and purchase agreements
February 9, 2017
Jurisdictions around the world (including in the United States, France, Germany and Holland) generally recognise, to some extent, the principle that contracting parties owe each other a duty of good faith in the performance of their contractual obligations. This piece will look at the differing approaches taken in several jurisdictions ... Read More »
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by: Wedlake Bell
in Corporate law, United Kingdom
New public procurement in the Czech Republic – part three
January 16, 2017
Our last article devoted to the new public procurement in the Czech Republic is concentrated on the possibilities how an economic operator may protect against illegal practices of the contracting authority during the public procurement procedure pursuant to the new law, which is embodied in the Act No. 134/2016 Coll., ... Read More »
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New public procurement in the Czech Republic – part two
January 13, 2017
This article is focused on the basic characteristic of new types of public procurement procedure according to the new Act No. 134/2016 Coll., on public procurement, effective as of 1st October 2016. BASIC CHARACTERISTIC OF TYPES OF PUBLIC PROCUREMENT PROCEDURE Open procedure It is a single-phase procedure, in which any ... Read More »
New public procurement in the Czech Republic – part one
January 12, 2017
The aim of this article is to bring insight into the new public procurement law in the Czech Republic, which became effective as of 1st October 2016 and is incorporated into the Act No. 134/2016 Coll., on public procurement. The new legislation cancelled the existing Act No. 137/2006 Coll., on ... Read More »
Company procedure update
December 8, 2016
In the last few In Counsel updates we have repeatedly raised the changes to company law brought about by the new register of people with significant control (PSC Register) which came into force on 6 April 2016. However, the PSC Register regime is not the only change to the Companies ... Read More »
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by: Wedlake Bell
in Corporate law, United Kingdom
Important legal news applicable as of 1st December 2016 in the Czech Republic
December 7, 2016
A brief insight into three significant legal acts, which will become effective in the Czech Republic as of 1st December 2016: 1. The Act No. 183/2016 Coll., which amends the Act No. 418/2011 Coll., on Criminal Liability of Legal Entities and their Prosecution; 2. The Act No. 257/2016 Coll., on ... Read More »
Reform of the prospectus regime
December 2, 2016
The European Parliament recently adopted major amendments to the draft Prospectus Regulation (the Regulation) proposed by the European Commission to replace the Prospectus Directive 2003/71/EC as amended (the Directive). The Regulation constitutes an essential step towards the completion of the Capital Markets Union. One of the aims of the Directive ... Read More »
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by: Wedlake Bell
in Corporate law, United Kingdom
French contract law reform
November 30, 2016
The long-awaited French contract law reform just came into force on October 1st, 2016, pursuant to an Ordinance dated February 11, 2016. This reform is one of the most important milestones in the elaboration of French contract law rules since the birth of the Napoleonian Code in 1804… The reform aims at ... Read More »
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by: Delsol
in Corporate law, France