A sample of an acquisition agreement between subsidiary and parent companies organized under the laws of The Netherlands. Includes articles of definitions, purchase and sale of the assets, representations and warranties of the seller, representations of warranties and parent purchaser, covenants related to conduct of business, additional agreements, employee matters, tax matters, etc.
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In the Netherlands, business owners have to request the advice of the Works Council (OR) well in advance of a merger of takeover decision. If the business owner fails to make the request for advice timely, the Enterprise Chamber may require him or her to withdraw the decision. Therefore, it is crucial to follow the advisory path correctly and consult the works council well in advance. But what does "well in advance" mean?
In the Netherlands, before the takeover of a company the board of the buyer usually commissions due diligence investigations (also known as audits) of the company they intend to take over. This sample will answer some questions about this type of investigation.
This article discusses warranties and indemnities in acquisition agreements in the Netherlands.