This is our semi-annual newsletter on developments with respect to Dutch corporate law, providing an overview of certain legislative amendments that entered into force on 1 January 2015 and addressing other pertinent developments with respect to Dutch corporate law.
Click here for a printer-friendly version.
Financial Markets Amendment Act 2015
On 1 January 2015 the Financial Markets Amendment Act 2015 entered into force as part of the annual cycle of amendments to national legislation regarding the financial markets. This Act has amended the rules on the language to be used in annual financial reporting. Furthermore, certain rules relating to the auditors profession have been clarified including the scope of the prohibition for audit firms to perform other (advisory) services to so-called public interest entities (ondernemingen van openbaar belang, "Oobs") for which the audit firm performs the statutory audits. READ MORE
Act on the expansion of possibilities to act against corporate and white collar crime
On 1 January 2015 the Act on the expansion of possibilities to act against corporate and white collar crime came into force. This Act introduces more opportunities to detect and prosecute corporate and white collar crime and imposes stricter sentences. The maximum prison sentence for corporate and white collar offences has increased and for corporations an adjustable fine limit has been introduced, under which the court can impose a fine of up to the higher of EUR 810,000 and 10% of their annual turnover. READ MORE
New Dutch Arbitration Act
On 1 January 2015 the New Dutch Arbitration Act entered into force. Aside from updating the arbitration law, this legislation aims to strengthen the position of the Netherlands as an important (international) arbitration country, for instance, by taking into account the Uncitral Model Law on International Arbitration of the United Nation. The Act provides that an arbitration clause in general terms and conditions falls into the so called 'black list' of unreasonable clauses in consumer agreements. For this reason, parties should consider amending arbitration clauses in their general terms and conditions as soon as possible. READ MORE
EU Directive as regards disclosure of non-financial and diversity information
On 5 December 2014 the Directive on disclosure of non-financial information and diversity information in the annual report entered into force. Large undertakings that are Oobs with more than 500 employees will have to disclose certain non-financial information in their annual report. Large listed entities also have to disclose their policy on diversity for the managing board and the supervisory board in their annual report. READ MORE
The accountancy sector has attracted much attention lately. The Dutch Authority for the Financial Markets performed an investigation and reached the conclusion that the quality of the statutory audits by the big four audit firms had insufficiently improved over the last few years. The profession has proposed measures that primarily focus on governance, management and the revenue model of audit firms. The Minister of Finance has also announced that he will propose additional regulations to procure improvement in terms of quality on the part of the accountants and the statutory audit statement. In this newsletter we will discuss three developments including the more elaborate audit statement that auditors will have to provide in respect of the annual accounts of Oobs for the year 2014. READ MORE