ARTICLE
27 January 2014

Emerging Trend: Merger Of International Companies Into A New Dutch Top Holding Company

DB
De Brauw Blackstone Westbroek N.V.

Contributor

De Brauw Blackstone Westbroek is a leading international law firm, trusted by clients for over 150 years due to its deep engagement with their businesses and a clear understanding of their ambitions. While rooted in Dutch society, the firm offers global coverage through its network of top-tier law firms, ensuring seamless, tailored legal solutions. De Brauw’s independence enables it to choose the best partners while remaining a trusted, strategic advisor to clients worldwide.

The firm emphasizes long-term investment in both its client relationships and its people. De Brauw’s legal training institutes, De Brauwerij and The Brewery, cultivate diverse talent, preparing the next generation of top-tier lawyers through rigorous training and personal development. Senior leadership traditionally rises from within, maintaining the firm’s high standards and collaborative culture.

The recent trend of using Dutch top holding companies in international mergers underlines the position of the Netherlands as a neutral country with a sophisticated and flexible legal and governance system.
Netherlands Corporate/Commercial Law

The recent trend of using Dutch top holding companies in international mergers underlines the position of the Netherlands as a neutral country with a sophisticated and flexible legal and governance system.

A key decision in an international merger is the location of the new top holding. This is especially true for a merger between equals that are listed in various countries. The recent merger between Applied Materials (USA) and Tokyo Electron (Japan) marks a trend of merging companies establishing a new global holding company in the Netherlands, while retaining their headquarters in their home countries. Earlier in 2013, the newly created Fiat Industrial/CNH (Italy/the Netherlands) and Publicis Omnicom Group (France/USA) followed the same route by establishing a top holding company in the Netherlands.

Key factors in determining a location for a top holding include neutrality, political acceptability, flexible regulations that accommodate tailor-made governance regulations, a mature market and a beneficial tax regime. The recent trend of using Dutch top holding companies in international mergers underlines the position of the Netherlands as a neutral country with a sophisticated and flexible legal and governance system. Other international companies that have already used Dutch holding structures include STMicroelectronics, Lyondell-Basell and EADS, the parent company of Airbus.

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