What to do with the UBO register?

Introduction by Stefan Flipse

What is the UBO? Explanation by Esra Koopman

Contents:

00.25: How the UBO started
02.50: What is the UBO register?
03.20: Who is the UBO?
04.30: Who is subject to registration?
05.50: Who is not subject to registration?
06.50: Who are obliged to register the UBOs information?
08.45: What UBO-information is (not) publicly accessible?

Further clarifications and examples by Onno Cusell

Contents:

00.20: UBO qualification criteria: BV/NV
01.25: Example: Simple basis
01.50: Example: Indirect shareholdership
02.55: Example: Pledge
03.20: UBO qualification criteria: Dutch foundation and association
03.55: UBO qualification criteria: STAK
04.38: UBO qualification criteria: partnerships
05.15: Example: listed companies and 100% subsidiaries
05.40: Example: Pseudo-UBO

Practical complications by Stefan Flipse

Contents:

00.18: When must UBO-information be registered?
01.35: Registration obligations: of the UBO itself
02.10: Registration obligations: for the management board
03.18: Registration obligations: for competent authorities and qualifying institutions (wwft-instellingen)
04.00: Feedback obligation (terugmeldplicht)
05.30: Further questions? Contact the Wintertaling Corporate M&A Team

Bedtime stories about startups

Technological innovation comes with ethical and commercial challenges: legal decisions (should) weigh as equally important. Inventors turn into startup entrepreneurs, startups face (legal) challenges and making the right choices could mean the difference between disaster or unicorn status. Are you an ITL student and curious about the legal challenges of a startup during the different phases of the startup life cycle? Join our online introduction to startup legal aspects on Wednesday 4th November at 11.00AM! Sign up here

The workshop is offered by Wintertaling –  Amsterdam-based law firm in cooperation with the VU International Technology Law programme. This event is meant as an introduction to startup law, we will discuss various legal aspects of actual cases with plenty of examples from our practice. Additionally we plan to organize a follow-up physical event when Covid-19 allows it.

 

Acquisition of Dijkstra Vereenigde Bedrijven B.V. by IPG.

On 15 October 2020, Dijkstra Vereenigde, manufacturer and distributor of glass packaging and laboratory equipment based in Lelystad, was acquired by Gaasch Packaging, part of the Luxembourg family holding Industrial Packaging Group (IPG) (link). In the acquisition Dijkstra Vereenigde was assisted with legal advice by Marein Smits, Tim Carapiet and Onno Cusell of Wintertaling Corporate M&A.

Dijkstra Vereenigde has been active for over 100 years in the beverage, food, cosmetics and pharmaceutical packaging glass sector as well as drinking glasses to the hospitality industry and retail chains. Its laboratory equipment department supplies, among other things, centrifuges, drying ovens, rotary film evaporators, refrigerators, shakers and A-brand ultrasonic baths to laboratories throughout the country. Together, the two divisions account for a turnover of approximately €23 million.  With the acquisition by IPG, the group is expanding further in the Benelux. In addition to IPG, the two directors and employees will retain a (minority) share in Dijkstra Vereenigde.

Dijkstra Vereenigde’s packaging machines division was recently sold and will continue under the name Fuji Packaging Benelux. Dijkstra was again advised by Marein Smits and Tim Carapiet.

 

 

Tapasparty 2020

On the 10th of September, Wintertaling organized a tapas party in the roof garden of the office. In spite of the COVID-19 measures and 1,5-meter distance, it was a pleasant get-together, where people could meet again after a long time.
The evening was all about catching up and networking with old and new acquaintances. The roof garden, the sunny weather and the sangria gave the party a Spanish touch.

We thank all those who were present for the enthusiastic attendance. We hope for this to be repeated in better times!

Unclear legislation and regulations create difficulties in determining the UBO.

In case of private companies with limited liability (BVs) and public companies (NVs), other than those listed on a regulated market or 100% subsidiaries of such entities, a natural person who directly or indirectly holds more than 25% of the shares, voting rights or ownership interest in the company should be considered as the ultimate beneficial owner (UBO). In practice, however, it is sometimes difficult for a legal entity to determine the UBO. Such difficulty is well illustrated by the example set out below, regarding a BV that has issued cumulative preference shares. Read more

Wintertaling joins Capital Tour Online 2020!

Wintertaling is a proud partner to Capital Tour Online 2020!

Capital Tour Online 2020 connects startups and investors, to make sure that amazing ideas can prosper! This Tuesday 30 June 2020, we will be guiding startups to meet investors.

Check out the program on https://www.capitaltourxxl.com/program/ .

Want to join? Get you tickets here: https://www.eventbrite.nl/e/tickets-capital-tour-online-105418692146?mc_cid=0b959a8b83&mc_eid=54cc099fbd

Workshop GO!-NH 2020: Corona-edition

CC:

On 10 June, Wintertaling, together with Rutger Kemper (cofounder of Leapfunder, managing director of Presidents Institute), participated for the fifth time in the GO!-NH accelerator programme. This time they took part in one-on-one sessions on the legal and economic aspects of start-ups and financing. This session was followed by a combined webinar, in which the startups were informed about their professional lifecycle from incorporation to exit.

Read more

DSA – Restartup – Wintertaking and Dutch Startup Association assist startups in Corona-times

Dutch Startup Association, the promoter of startups in the Netherlands, has launched ReStartup where partners of the DSA are linked to startups in need of advice in times of COVID-19. Wintertaling is pleased to give her support and to be able to provide several startups with advice. For more information on how Wintertaling can help your startup or scaleup, click here.

Can you break off M&A negotiations in the Netherlands? The nuclear option

Recently, the NCC (Netherlands Commercial Court) gave a judgement on broken off M&A negotiations as a result of the COVID-19 crisis. The Court denied the claim to carry on with completing the transaction and allowed the claim for the break-up fee, despite defendants invoking unforeseen (COVID-19) circumstances.  

Read more