On 29 April 2020 the Netherlands Commercial Court (NCC) handed down a decision regarding a contractual break-up fee in an M&A transaction affected by the Coronavirus Disease 2019 (COVID-19) pandemic. Furthermore, on 14 May 2020 the preliminary relief judge of the District Court of Amsterdam also handed down a decision related to an M&A transaction affected by the pandemic. These decisions shed some light on the legal position of parties under Dutch law in these unprecedented times.

The NCC is a separate chamber of the District Court of Amsterdam, specialized in complex international commercial disputes. Proceedings before the NCC are conducted in English and the judgment is rendered in English.

The case before the NCC (ECLI:NL:RBAMS:2020:2406) revolves around the question of whether a Transaction Agreement (TA) was reached between the parties and, if this were not the case, whether the agreed break-up fee of € 30 million should be modified or mitigated based on Dutch law due to the current COVID-19 pandemic.

Click here to read the full GT Alert, “Dutch Court Decisions on Contractual Obligations During the COVID-19 Pandemic in an M&A Context.”