Category Archives: English Language

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New sustainability clause for ROZ lease agreement office space

As reported in our November 2018 GT Amsterdam Law blog post, use of an office building without a minimum energy label C (an energy index of 1.3 or better) will be prohibited as of 1 January 2023. In view of this prohibition in the Dutch Buildings Decree, the ROZ (Dutch Real Estate Council) has established … Continue Reading

Thumbs Up for Privacy Shield Implementation, but Ombudsman Must be Appointed by February 28, 2019

The European Commission published its report on the EU-U.S. Privacy Shield on Dec. 19. The report shows that the United States “continues to ensure an adequate level of protection” for personal data transferred under the Privacy Shield from the EU to participating companies in the U.S., noting that the steps taken by U.S. authorities to … Continue Reading

Netherlands Commercial Court Approved by Dutch Senate

On 11 December 2018 the Dutch Senate approved the bill for the establishment of the Netherlands Commercial Court (NCC). The NCC is a separate chamber of the District Court of Amsterdam, specializing in complex international commercial disputes. Proceedings before the NCC will be conducted in English, and judgments will be rendered in English. The NCC … Continue Reading

CJEU Renders Judgment: Taste is Not Protected by Copyright

In August 2018 we published a blog about a case before the Court of Justice of the European Union (the CJEU) concerning the possibility of copyright on taste of a food product. The special advisor of the CJEU, the Advocate General, advised that taste should not be protected by copyright. The main reason for this … Continue Reading

Energy Label C Obligation for All Office Buildings in the Netherlands in 2023 (With Few Exceptions)

Introduction Beginning January 2023, energy labels of the major part of office buildings in the Netherlands will have to be at least in category C, because of an amendment to the Dutch Buildings Decree 2012 (Bouwbesluit 2012), published 2 November 2018. This generally means that owners of office buildings with energy labels from D to … Continue Reading

Brexit Consequences for Governing Law and Jurisdiction Clauses

Parties who do cross-border business often declare English law applicable in commercial contracts, accompanied by a jurisdiction clause making the English courts (exclusively) competent to hear claims arising out of the business relationship. In light of Brexit, the question arises what the position of decisions given by the English courts will be in the EU, … Continue Reading

Another Privacy Regulation, but This Time on ‘Non-Personal Data’

The European Union continues to roll out regulations in furtherance of the EU Digital Single Market, a strategy that covers digital marketing, e-commerce, and telecommunications. The GDPR went into force in May 2018, the new ePrivacy Regulation is planned for 2019, and on Friday, 9 November 2018, a new milestone was reached when the Council … Continue Reading

Right of First Refusal: Please Specify the Scope!

In certain lease agreements we see a right of first refusal to purchase the leased property (voorkeursrecht tot koop van het gehuurde object), to the benefit of the tenant. Disputes may arise between the tenant and the landlord if it is unclear whether a transaction triggers the provision. Such a dispute occurred between a famous … Continue Reading

The European Account Preservation Order: A Method for Debt Recovery Throughout the EU

Introduction The rules governing seizure of a cross-border bank account in the EU follow from the EU Regulation establishing a European Account Preservation Order (EAPO). Such Regulation was created to facilitate cross-border debt recovery in civil and commercial matters. Under this seizure procedure, a creditor will be able to obtain an EAPO to freeze funds … Continue Reading

EU and U.S. Legislation on International Data Transfers: Change and Challenges

The European General Data Protection Regulation (GDPR) has brought important changes to the legal grounds for data transfers between the EU and the United States. Simultaneously, a new act in the United States has come into force that also affects data transfers between the United States and the EU. This act, the Clarifying Overseas Use … Continue Reading

Vertical Agreements: Permitted Passive Sales and Public Procurement in the EU

Under EU competition law, it is allowed in most vertical agreements to grant distributors exclusivity for a territory or customer group. Selective distribution is the well-known exception, where no geographic restrictions may be imposed on any level in the selective network. The EU’s Vertical Block Exemption Regulation (VBER) allows suppliers to restrict active sales by … Continue Reading

Dutch Data Protection Authority on the Move: Audit of Dutch Hospitals and Dutch Health Care Insurers

Announcement by Dutch DPA The Dutch Data Protection Authority (Dutch DPA) announced on 21 August 2018 that it has audited 91 hospitals and 33 health care insurers regarding the obligation of these organizations to appoint a data protection officer. This ‘new’ requirement follows from the General Data Protection Regulation (2016/679) (GDPR), which came into force … Continue Reading

Another Major Step Towards a New Environment and Planning Act in the Netherlands

The Dutch government is working on a major overhaul of the statutory environmental framework in the Netherlands. In this context, four key environmental decrees (AMvBs) (the Decrees) were adopted and published in the Dutch Government Gazette on Aug. 31, 2018. The publication of the Decrees is part of a major and fundamental revision of practically … Continue Reading

Another Interest Deduction Limitation Rule in Dutch Corporate Income Tax Law

As part of global and European initiatives against tax avoidance, all EU member states are required to incorporate the EU Anti-Tax Avoidance Directive (ATAD) into domestic tax law no later than 1 January 2019. ATAD contains a number of rules in the areas of interest deduction, exit taxation, general anti-abuse, and controlled foreign companies. A … Continue Reading

Short Stay Policy in Amsterdam: Limited Room for Balancing Individual Interests

Background Amsterdam and the conurbation are suffering a housing shortage (as is common in many larger cities). The municipality therefore seeks to limit new developments of short stay accommodations in most parts of the city. A “short stay” is defined by the Amsterdam municipality as at least four days and at most six months continuously. … Continue Reading

Further Clarification on Dutch Private Law Impediments

On 20 June 2018, the Administrative Law Division of the Dutch Council of State (the highest Dutch administrative court) (ALD) issued a judgement that again demonstrates the considerable burden of proof with respect to private law impediments. Background A municipal council cannot adopt a zoning plan if a “private law impediment” exists that would block … Continue Reading

Commercial Agents: The Risks of Non-Control

Enterprises in a wide range of markets and industries have long used commercial agents to solicit business, collect payments, and take care of local matters. Such agents are hired for their local or market expertise and to deal with issues that exporting or importing enterprises cannot easily handle from their headquarters. Economically and legally, they … Continue Reading

Dutch State Secretary Announces Additional Substance Requirements for Certain Dutch Resident Entities

In addition to existing global, European, and national initiatives against tax avoidance, the Dutch Ministry of Finance earlier this year announced the introduction of two additional substance requirements in a policy letter on tackling tax avoidance and tax evasion. The additional substance requirements would apply to Dutch resident entities to obtain an advance tax ruling … Continue Reading

Can 1 Mistake Result in 2 (Expensive) Infringements?

Mergers or other transactions that bring about change-of-control over businesses with an impact on the relevant markets (“concentrations”) in the European Union, when exceeding the relevant national or EU merger-filing thresholds, require prior notification to and a review by the relevant national authority or with the European Commission (the Commission). Failure to notify such planned … Continue Reading

Dutch Franchise Code Triggers Legislation, but Will That Solve the Issues That Triggered the Code?

The Dutch franchise code was drafted with the goal of becoming an industry-wide accepted code of conduct. Based on the well-known governance principle of “comply or explain,” the code offered both franchisors and franchisees an opportunity to carefully consider the inclusion of any contract clause that deviates from its standards. Although this system has worked … Continue Reading

Billion Euro Settlement for Former Fortis Shareholders Declared Binding

On 13 July 2018, the Amsterdam Court of Appeals declared a € 1.3 billion settlement between Ageas (previously Fortis Bank) and its former shareholders binding under the Dutch Class Action (Financial Settlement) Act. This constitutes the largest settlement ever between a European company and investors, but the decision may have unexpected consequences for the revenue model of … Continue Reading
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