Mergers and acquisitions
The Netherlands Civil Code specifies 3 types of merger:
Stock merger
Merger in which the shareholders of the target company can exchange their shares for those of the acquiring company or sell them to the acquiring company. The transfer of title to registered shares is made by a deed of transfer executed before a Dutch civil-law notary.
Business merger
Merger in which an enterprise is sold to the acquiring company against either cash or shares in the acquiring company. such a transfer is subject to the compliance with all of the rules relating to the conveyance of property.
Statutory/legal merger
Merger in which shareholders generally exchange their shares in the target company for those of the other (acquiring) company (or a new company). In such a situation the target company will then disappear. Many variations of this basic form of statutory/legal merger may appear such as a merger between a parent and a subsidiary, or a triangular merger under which the consideration shares may be issued by a member of the acquiring company’s group.
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Doing business in the Netherlands
A practical guide designed to give a general overview of the country and of the major applicable regulations for doing business in the Netherlands.
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- Copyright 2012 - Mazars - Netherlands
