Practice areas

Corporate and M&A

As a law firm we combine solid legal knowledge with a pragmatic and strategic approach. This is how we advise, whether or not in cooperation with external specialists, our clients through processes such as a takeover or restructuring.

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Pragmatic & sector focused

We have developed our expertise across three different sectors: gaming & gambling, fintech & payments, and media, sports & entertainment. On the basis of our in-depth knowledge of these sectors we can readily anticipate which issues are of importance for our clients. In this way we advise private equity investors, financial institutions, local and international B2C operators (including licence holders in the Netherlands) and B2B suppliers to the industry. We guide our clients through the complete takeover or restructuring process, whilst distinguishing ourselves on the basis of our sector focus and market knowledge. We add value to sector specific takeovers and restructuring, whereby regulatory aspects and thorough market knowledge play a defining role.

International experience

Our team has experience with both national and international M&A and restructuring projects. In cooperation with external specialists we guide our clients through the entire process, from the initial exploratory discussions through to the conclusion of the transaction. This process includes due diligence, negotiations, revising share purchase agreements, notifying relevant regulatory authorities (such as the Netherlands Gambling Authority, the Authority for the Financial Markets, the Dutch Central Bank) as well as post-deal integration.

Our services

Regulated markets require a specific approach to be taken during mergers and acquisitions. Both gambling operators and payment services providers are well advised to consider, at an early stage in a takeover or restructuring process, which notifications need to be made to the regulatory authority and the potential implications for existing licences. Restructuring can result in the regulator undertaking an integrity assessment or amended licence conditions. By considering such elements at the start of the process we are able to avoid unforeseen surprises later on.
Through our deep sector knowledge we are up to speed on relevant developments. We are aware of issues surrounding potential takeover targets, relevant upcoming changes to regulations and how the regulator approaches matters of supervision. All in all this means that you can be sure that the risks associated with the transaction will be clearly mapped out.
Sometimes licensing conditions or sector-specific regulations can place limitations on what can be done in the context of a particular transaction. We are well aware of such limitations and can guide you towards the best solution.
Our experts know which provisions are essential for ensuring that a contract or agreement has the desired effect. For example, we often revise share purchase agreements during a takeover process so as to ensure that it aligns with the applicable notification process or to cover sector-specific risks.
Within a regulated market the initial contact with the regulator will set the tone of the future relationship. We know at which point, and how, to approach the relevant regulatory authority during the transaction or restructuring process.
Of course, once a deal has been completed you will want to get on with doing business. We can assist in ensuring that the integration process runs as smoothly as possible.

Our experts

Justin Franssen
Partner

Justin Franssen

Ayolt Zoer
Of counsel

Ayolt Zoer

Chris Adriaansz
Associate

Chris Adriaansz

Aron Das Gupta
Of counsel

Aron Das Gupta

Partner

Frank Tolboom

Frequently asked questions

If an integrity test or a test based on the Bibob Act was part of your licence application then, during the lifetime of your licence, you will often be under a duty to notify important changes to your company (structure). This will often result in a(n) (limited) assessment on the basis of your notification. Changes which require notification often vary between different types of licence or the body which awarded the licence. The duty to notify is frequently described in the applicable policy rule from the awarding regulatory authority or are contained in the licence itself.

Regulators enjoy a broad competence when it comes to requesting information and documentation. They can demand information not only from a licence holder but also suppliers as well as a licence holder’s employees. Reliance on this competence is subject to specific rules. Information and documentation can only be requested to the extent that it is “necessary”. Practice demonstrates that regulators can sometimes request too much information. We are happy to assist you in such matters.