Risicoprofiel en zorgplicht

Short Reads - On 5 July 2016, the EU Trade Secrets Directive came into effect (Directive 2016/943/EU). The directive intends to harmonise rules regarding the protection of undisclosed know-how and business information (trade secrets) across all EU member states. As the directive is not directly applicable in the member states, each member state must enact national implementing legislation.

Short Reads - Under Dutch law (section 114a of book 2 of the Dutch Civil Code), shareholders have the right to put items on the agenda of the general meeting. The question arises as to whether shareholders also have the right to force an (informal) vote in the general meeting on subjects which are not within their powers. A judgment of the Dutch Supreme Court of 20 April 2018 between Boskalis and Fugro focused on this question.

Short Reads - On 25 May 2018, the European Union's General Data Protection Regulation (GDPR) came into effect. The GDPR replaces the EU's prior directive governing the processing and transfer of personal data, which was in place since 1995. As a regulation, the GDPR is directly applicable in all 28 EU member states and thus removes the need for national implementing legislation. However, the GDPR allows member states discretion in certain areas, as a result of which national legislation may still be implemented. In the Netherlands, the GDPR Implementation Act came into effect on 25 May 2018.

Articles - Transactions are regularly structured through special purpose vehicles (SPVs). An SPV is often established at the end of the negotiations, just before signing the agreement. The other party to the agreement provides information and raises certain expectations during the negotiations. The individuals negotiating for the SPV do not necessarily become officers of the SPV once it is established.