Normally, M&A transactions in Holland are structured as asset or share sales The legal basis for such transactions is laid in the DCC. Concluding M&A deals in Holland requires compliance with Dutch or EU competition legislation. Transactions exceeding a certain threshold require obtaining a special permit from the EU Commission or Markets & Consumer Authority.
Registering a Dutch company in the financial sector, healthcare, IT or telecommunications sectors may require obtaining special licenses or permits.
Those seeking to conclude an M&A deal in Holland should keep in mind that the most important types of IPR protection include patents, TMs & copyrights.
By registering a patent for a technical invention in Holland, its holders gain an exclusive right to stop 3rd parties from using their inventions for commercial gain. Getting a patent requires registering an invention in a patent register (either a Dutch or EU one). Please note that protection is granted for a period of twenty years.
Registering a TM in Holland is possible, if it represents a graphic image or has some unique characteristics. Gaining TM rights is done by registering a TM in the EU, Benelux or international TM registers. Please note that protection is granted for a period of ten years; it’s also possible to extend protection ad infinitum.
Copyrighting artworks, literary pieces & scientific inventions in Holland (including software) is possible. If all legal formalities are fulfilled, copyrights are granted automatically. Please note that copyrighting a work requires no registration. Protection is provided for a period of seventy years.
Copyrighting a design or model (i.e. a 2D or 3D model or design having unique characteristics) requires registering it in EU, Benelux or international TM registers. By registering IP in Holland, IP owners gain exclusive rights to a particular model or design. Please note that protection is granted for a period of five years; it’s also possible to extend protection for up to twenty five years.
Databases & information contained therein can also be copyrighted. Copyrights are granted automatically once a database is created. Please note that protection is granted for a period of fifteen years.
Registering IPR in Holland requires making an entry in one of the following registers:
- TM registers;
- registers of models/samples;
- registers of patents;
- registers of shareholder rights;
- registers of domain names.
Other IPR, such as trade secrets, require no registration & arise by law or initial use.
Holland: IP Transfer
The licensing of IPR in Holland is possible for all types of IPR. Please note that licensing limitations include scope, territory, time, type of IPR, sublicenses, royalties, products/services & term of validity.
Obtaining a Dutch TM license imposes no obligations on 3rd parties until a license is registered in a relevant registry. It’s common practice to include a license in a written agreement.
When conducting technology M&A transactions in Holland, parties tend to provide one another with guarantees regarding IP, IT & confidentiality. Their main goal is to ensure full ownership of all important IP, prevent infringements, conclude NDAs & maintain trade secrets or know-how.
EU: FDI Regulation
FDI legislation in the EU regulates M&A deals capable of jeopardizing national security or public order. This could be a company in a critically important infrastructure sector (e.g. defense) or a company owning or developing cutting-edge technologies, such as AI.
Considering buying a company in Holland? Need advice on M&A regulation in Holland? Why not contact IQ Decision UK?