On 5 July 2012 the European Court of Justice (hereinafter ECJ) issued a reply to the prejudicial question of whether an online vendor has complied with his obligation to provide information, including information about the right of withdrawal, if the vendor has made the information available to the consumer via a hyperlink. The ECJ's reply leaves nothing to be desired when it comes to clarity: a simple link to mandatory information, including the right of withdrawal, is not sufficient. This newsflash looks successively at the case, the ECJ’s deliberations, and the practical implications. In particular when the right of withdrawal is included in general terms and conditions, the online vendor must be alert to the fact that the obligation to provide information which applies in the case of general terms and conditions is more flexible than in the case of the right of withdrawal.
Source/author: Newsflash Corporate, Commercial & Litigation October 2012 / Anne Bliek
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The insolvency of some major players in the Dutch market like`Eurocommerce, once thought too big to fail, and challenging market conditions incentify parties to find out-of-the-box solutions for defaulted
Dutch commercial real estate loans.
In this quarterly edition of the Dutch Property Finance Alert we highlight some restructuring options that may work in scenarios where circumstances do not permit a straightforward exit, as well as a number of the main legal pitfalls to avoid in the context of Dutch property finance restructurings.
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Since the beginning of 2012 there have been several court cases involving the Authority for the Financial Markets (AFM), one of the Dutch financial markets supervisors, and offerors of so-called flash loans. These are short- term loans to consumers for small amounts of money, whereby the money is transferred to the consumers on the same day that the request for the loan is made, or within just a few days.
Source: Internatonal Financial Law Review (IFLR) September 2012
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Boekel De Nerée is acting as counsel to Stichting Woonzorg Nederland (hereinafter "Woonzorg"), one of the largest housing corporations in the Netherlands, for its statutory merger with Stichting Horizon. The object of Woonzorg is to offer housing accommodation, services and serviced care to seniors and people with a disability. Due to the fact that the activities of both foundations are so closely linked, it was decided in entering into a statutory merger. In this merger, Woonzorg acted as acquiring legal entity.
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The Registration Obligation for Intermediaries Providing Personnel Act came into effect on 1 July 2012. This is an amendment to the Placement of Personnel by Intermediaries Act (WAADI), which governs the provision of personnel to third parties. The amendment of the WAADI has consequences for both employment supplier and hirer.
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The financial crisis has prompted legislators and supervisory authorities to reconsider their priorities and objectives. In the Netherlands, this has lead to a renewed focus on corporate governance of financial institutions. Financial institutions are confronted with supervisory authorities taking a more active and intrusive approach in their supervision of corporate governance.
Source/author: International Financial Law Review (IFLR) June 2012 - Hans Sachse, Philip Reeser Cuperus
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The Dutch Cookie Monster
On June 5, 2012 new Dutch legislation on the use of cookies entered into force. This new regime, which introduces a requirement for informed consent based on an opt-in system, has major implications for online advertising companies focusing on Dutch customers. To implement Directive 2009/136/EC [ePrivacy Directive], the law regarding cookies in The Netherlands has now been revised to include a consent that should be given explicitly by the internet-user in cases of "third party" and "tracking cookies". The same requirement of explicit consent applies should a provider want to place cookies for online behavioural advertising purposes.
Source/author: Newsflash Intellectual Property June 2012 - Sil Kingma
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Country Q&A published in PLC Multi-jurisdictional Guide 2012/13 by Ferdinand Mason and Bastiaan Kout
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For tax reasons, international joint ventures are often structured by using a Dutch private limited liability company. As such, the joint venture company is governed by its mandatory articles of association. Besides the articles of association, the joint venture partners (shareholders) usually also enter into a separate joint venture or shareholders' agreement to regulate the affairs of the joint venture and the obligations of each shareholder. Such agreements do not necessarily need to be governed by Dutch law, but can be governed by the laws of any jurisdiction. Regardless of what law governs the joint venture agreement, recent Dutch case law shows that shareholders can be forced to dilute.
Source/author: The inhouse Lawyer May 2012 - Taco Heerkens Thijssen
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Drawback for software developers
In its verdict of May 2012 in the case of SAS Institute Inc. (“SAS”) v World Programming Ltd (“WPL”), the Court of Justice of the European Union (“ECJ”) ruled that the functionality of a computer program and the programming language cannot be protected by copyright. The purchaser of a licence for a program is entitled, as a rule, to observe, study and test its functionality so as to determine the ideas and principles which underlie that program.
Source/author: Newsflash ICT and Intellectual Property May 2012 - Sil Kingma
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