Introduction

Public offers in the Netherlands are regulated by the statutory provisions of the Civil Code (hereinafter the ‘Companies Act’) applicable to companies, the provisions of the Financial Supervision Act 2007 (Wet op het financieel toezicht – FSA) concerning public offers and the implementing Public Offer Decree (Besluit openbare biedingen Wft – the ‘Decree’), as well as laws protecting the interests of employees and dealing with employee consultation, such as the Competition Act, the Works Councils Act, the SER-Merger Code 2000 (after the ‘Merger Code’) and certain other sector-specific statutes, rules and regulations.

For a long time, the supervision of the conduct of public offers was done on the basis of self-regulatory rules with an oversight by a non-statutory regulator. In September 2001, these offer rules were transferred to statute law, with the oversight of public offers being put into the hands of a statutory regulator, the Authority for the Financial Markets (Autoriteit Financiële Markten – ‘AFM’). With the implementation of the Takeover Directive, the rules applicable to takeovers under the Companies Act, as well as the set of regulations concerning public offers adopted by or under the FSA and the Decree, have changed considerably to bring these rules in line with the minimum requirements of the Takeover Directive and to modernise the rules. The law of 24 May 2007 amending, inter alia, the FSA and the Companies Act and the new Decree have implemented the Takeover Directive into Dutch law.