Marein Smits

Expertise

Corporate law

Profile

Marein Smits has been a corporate law attorney since 1997 and has extensive experience with M&A transactions (acquisitions, participations and refinancing), private equity transactions, cross-border and Dutch joint ventures, large family businesses in the Netherlands and the issues they face regarding continuity, succession and shareholder disputes.

Her clients operate in the industrial and business services, food and non-food retail, construction, healthcare and pharmaceutical industry sectors.

Marein has been a partner of Wintertaling since 2012.

C.V.

Marein studied Dutch law at the University of Amsterdam (1996) and philosophy at Leiden University (1992).

Untill 2011 Marein was a Corporate M&A partner at Boekel de Nerée (now Dentons).

Additional information/other activities

Marein is the core lecturer in Law for the Business Valuation programme at Nyenrode Business University.
Marein is fluent in English and French.

Publications and news

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, Read More »


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...Read More »


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.  

On 29 April 2020,...Read More »


Emergency legislation: possible issues relating to general meetings

On 3 April last, the Ministry of Justice and Security announced emergency legislation: “to solve practical problems arising from the corona crisis.”

Part of this emergency legislation is that the management board may determine that the general meeting may only be followed via livestream, subject to the condition that members and...Read More »


Explaining pledge agreement- "court decision by a competent court"

Under Dutch law, contracts are interpreted according to the ‘Haviltex-doctrine’. This means that not only the wording of the contract is decisive, but also the meaning that parties could reasonably have attached to it (the so-called ‘subjective interpretation’). After all, a small entrepreneur can not be expected to bring in...Read More »


Q&A New regulation against unreasonable long payment terms

Do you work at a large company and do you sometimes enter into agreements with smaller companies or self-employed professionals? On the 1st of July a new act will enter into force that may affect your purchasing policy. In this Q&A, we answer questions that are relevant to your practice.

What...Read More »


Introduction of the UBO register, opportunities for the Curaçao trust sector!

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Edo Smid and Dennis A. Evertsz discuss the concerns about the register for ultimate Beneficial Owners (UBO) and a possible solution for shareholders who wish to keep their participation out of public view.

The Netherlands must have implemented a so-called “UBO-register” before the 26th of June 2017, in which all major...Read More »


Sequel to ACW 2016 - webinar by Procopio: Developing An Appropriate Funding Strategy

After the successful event in September 2016 by the Wintertaling StartupDesk in cooperation with Procopio Cory Hargreaves & Savitch LLP:  ‘Building and Funding a Great Start-up – Are You Silicon Valley Ready?’ as part of the Amsterdam Capital Week 2016 – you may now join the webinar by...Read More »


Wintertaling/AmsterdamCapitalWeek a success!

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Now that the ACW-dust has settled again, the question arises: was the first appearance of Wintertaling at the Amsterdam Capital Week a success?

The words of Roger Rappoport, partner van Procopio Cory Hargreaves & Savitch LLP, sounded much like that: the organisation of this event is unprecedented by events in the Valley.

Together with Roger, Taco Heerkens Thijssen gave the more...Read More »


Wintertaling x Amsterdam Capital Week workshop: ‘Building and Funding a Great Start-up – Are You Silicon Valley Ready?’

On 26 September next, Wintertaling organizes in cooperation with Procopio, a Silicon Valley based law firm, the workshop  ‘Building and Funding a Great Start-up – Are You Silicon Valley Ready?’, as part of the Amsterdam Capital Week.

During the workshop we discuss tips, tricks and best practices to structure and finance startups...Read More »


Business Valuation & Start-ups

RSm

Registered business valuators also focus on Startups! Marein Smits, principal lecturer of Law for the Business Valuation programme of the Rotterdam School of Management, dives into the legal aspects of (acquisitions of or participation in ) startups and growth companies in light of business valuation, during a dedicated program for professionals.

For more...Read More »


Brexit – Ways to Change your Company into a Dutch B.V. or N.V.

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In recent years many foreign (listed) companies have become Dutch B.V.’s (private company) or N.V.’s (public company). Vivid examples are Mylan, Fiat Chrysler, Ferrari and Altice.

With Brexit having become fact, companies from the United Kingdom are expected to look for possibilities to migrate to the Netherlands and other EU countries.

Read More »

Central registration of interested parties in corporate entities – Shareholders register and UBO register to prevent ‘Panama-paper’ controversies?

 

The call for a central register that specifies the shareholders of corporate entities already existed before the Panama Papers became headline news. Insight in the underlying parties is considered an important asset in combating fraud, money laundering and tax evasion. Initially, only a central shareholder register was considered; now, however,...Read More »