The International Comparative Legal Guide to:

A practical cross-border insight into corporate recovery and insolvency work

11th Edition

Corporate Recovery & Insolvency 2017

ICLGAli Budiardjo, Nugroho, ReksodiputroBarun Law LLCBlackOak LLCBonelliEredeBredin PratCampbellsDe Brauw Blackstone Westbroek N.V.Dhir & Dhir AssociatesGallGilbert + TobinGorrissen FederspielHannes Snellman Attorneys LtdHengeler Mueller Partnerschaft von Rechtsanwälten mbBINFRALEXKnowles Husain Lindsay IncKubas Kos GałkowskiKvale Advokatfirma DA

Lenz & StaehelinMcCann FitzGeraldMcDermott Will & Emery UK LLPNishimura & AsahiPaul, Weiss, Rifkind, Wharton & Garrison LLPPekin & PekinPinheiro Neto AdvogadosSchindler AttorneysSedgwick Chudleigh Ltd.Slaughter and MaySOG / Samardžić, Oreški & GrbovićSoteris Flourentzos & Associates LLCSullivan & Cromwell LLPThornton Grout Finnigan LLP

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General Chapters:

The International Comparative Legal Guide to: Corporate Recovery & Insolvency 2017

Contributing EditorTom Vickers, Partner, Slaughter and May

Sales DirectorFlorjan Osmani

Account DirectorOliver Smith

Sales Support ManagerPaul Mochalski

EditorSam Friend

Senior EditorsSuzie Levy, Rachel Williams

Chief Operating OfficerDror Levy

Group Consulting EditorAlan Falach

PublisherRory Smith

Published byGlobal Legal Group Ltd.59 Tanner StreetLondon SE1 3PL, UKTel: +44 20 7367 0720Fax: +44 20 7407 5255Email: info@glgroup.co.ukURL: www.glgroup.co.uk

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Country Question and Answer Chapters: 5 Australia Gilbert + Tobin: Dominic Emmett & Alexandra Whitby 20

6 Austria Schindler Attorneys: Martin Abram & Florian Cvak 27

7 Bermuda Sedgwick Chudleigh Ltd.: Alex Potts & Mark Chudleigh 33

8 Brazil Pinheiro Neto Advogados: Luiz Fernando Valente de Paiva & André Moraes Marques 42

9 Canada Thornton Grout Finnigan LLP: Leanne M. Williams & Puya J. Fesharaki 47

10 Cayman Islands Campbells: Guy Manning & Guy Cowan 54

11 Cyprus Soteris Flourentzos & Associates LLC: Soteris Flourentzos & Evita Lambrou 61

12 Denmark Gorrissen Federspiel: John Sommer Schmidt & Morten L. Hans Jakobsen 68

13 England & Wales Slaughter and May: Tom Vickers & Nicky Ellis 74

14 France Bredin Prat: Nicolas Laurent & Olivier Puech 81

15 Germany Hengeler Mueller Partnerschaft von Rechtsanwälten mbB: Dr. Ulrich Blech & Dr. Martin Tasma 87

16 Hong Kong Gall: Nick Gall & Ashima Sood 95

17 India Dhir & Dhir Associates: Alok Dhir & Bhuvan Arora 100

18 Indonesia Ali Budiardjo, Nugroho, Reksodiputro: Theodoor Bakker & Herry N. Kurniawan 107

19 Ireland McCann FitzGerald: Michael Murphy & Grace Armstrong 112

20 Italy BonelliErede: Vittorio Lupoli & Lucio Guttilla 118

21 Japan Nishimura & Asahi: Yoshinori Ono & Hiroshi Mori 126

22 Korea Barun Law LLC: Thomas P. Pinansky & Joo Hyoung Jang 133

23 Netherlands De Brauw Blackstone Westbroek N.V.: Reinout Vriesendorp & Ferdinand Hengst 140

24 Norway Kvale Advokatfirma DA: Stine D. Snertingdalen & Ingrid E. S. Tronshaug 145

25 Poland Kubas Kos Gałkowski: Dominik Gałkowski & Konrad Trzaskowski 151

26 Russia INFRALEX: Artem Kukin & Stanislav Petrov 157

27 Serbia SOG / Samardžić, Oreški & Grbović: Miloš Velimirović & Nevena Milošević 163

28 Singapore BlackOak LLC: Ashok Kumar & Samuel Ng 168

29 South Africa Knowles Husain Lindsay Inc: Ian Lindsay 174

30 Sweden Hannes Snellman Attorneys Ltd: Paula Röttorp & Carolina Wahlby 179

31 Switzerland Lenz & Staehelin: David Ledermann & Tanja Luginbühl 185

32 Turkey Pekin & Pekin: Gökben Erdem Dirican & Umut Korkmaz 193

33 USA Paul, Weiss, Rifkind, Wharton & Garrison LLP: Alan W. Kornberg & Elizabeth R. McColm 201

2 The EU Harmonisation Agenda and the Draft Harmonisation Directive – Tom Vickers & Nicky Ellis, Slaughter and May 4

3 Liability Management as a Restructuring Tool – Chris Beatty & Vanessa Blackmore, Sullivan & Cromwell LLP 7

4 Cross-Border Insolvency Laws Relating to Security: a UK Perspective Ahead of Brexit – Alicia Videon & Emma Jolley, McDermott Will & Emery UK LLP 13

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Chapter 23

De Brauw Blackstone Westbroek N.V.

Reinout Vriesendorp

Ferdinand Hengst

Netherlands

If restructuring is not an option, a debtor can go into bankruptcy. This procedure is the most commonly used insolvency proceedings in the Netherlands and results in a winding up of the company (as a legal entity) or in rescuing the business through an asset sale.

2 Key Issues to Consider When the Company is in Financial Difficulties

2.1 What duties and potential liabilities should the directors/managers have regard to when managing a company in financial difficulties? Is there a specific point at which a company must enter a restructuring or insolvency process?

There is no specific point at which a company must enter a restructuring or insolvency process. However, a director’s actions taken when a company is in distress will always be under scrutiny in hindsight, by creditors as well as by any administrator or (bankruptcy) trustee. Therefore, a managing director of a distressed company should have regard to at least the following, most common grounds for personal liability towards creditors or (the estate of) the distressed company.Wrongful act (tort). A director may be held liable towards creditors or other third parties on the basis of wrongful act. The most common grounds for a wrongful act are:■ letting the company enter into a contract while the director

knows or should have known that the company would be unable to meet its obligations under the contract and would not offer sufficient recourse; and

■ allowing or accomplishing a failure to perform by the company, thus causing damages to the counterparty for which no sufficient recourse is offered.

Manifestly improper management. In case of bankruptcy, managing directors may be personally liable towards the bankruptcy estate for the entire shortfall if the managing board has manifestly improperly managed the company and such manifestly improper management is an important cause of the bankruptcy. If the annual accounts were not timely published or the company has not complied with its accounting obligation, it is irrefutably established that the managing board has improperly managed the company and refutably presumed that such was an important cause of the bankruptcy. Distribution of dividend. The managing board of a limited liability company needs to consent to the distribution of dividend. Subject to joint and several liability of the managing directors, the managing board needs to withhold its consent if it foresees or should

1 Overview

1.1 Where would you place your jurisdiction on the spectrum of debtor to creditor-friendly jurisdictions?

The Dutch jurisdiction is creditor-friendly for two reasons. The first reason is that secured creditors have a highly privileged position. Security (right of pledge and mortgage) can be obtained easily. It provides the secured creditor with an almost inviolable hold on the debtor’s assets. Also, security can be enforced regardless of the insolvency of the debtor (potentially subject to a cooling down period). The second reason is that the Dutch jurisdiction is quite debtor-unfriendly, in the sense that if a company suffers financial distress, it has no formal possibilities to impose standstill measures without all (relevant) creditors’ consent, except for the very limited grounds of abuse of power. An additional, although predominantly practical, benefit to creditors is the highly professional restructuring and insolvency environment in the Netherlands. With finance, restructuring and insolvency knowledge abundantly available through law firms, financial advisors and the courts, most domestic and foreign investors in need of recovery work will be able to have their needs met.

1.2 Does the legislative framework in your jurisdiction allow for informal work-outs, as well as formal restructuring and insolvency proceedings, and are each of these used in practice?

The informal work-out that is used most often, is an out-of-court settlement. This kind of settlement is entirely based on consensus and has no legal basis, other than that the Dutch tax authorities have provided some guidelines that are used by the authorities when they are asked to agree to an out-of-court settlement (in essence, the tax authorities wish to receive twice the percentage that the unsecured creditors receive of their claim).Dutch law provides for suspension of payment (SoP) as a formal restructuring procedure for companies. This procedure is sometimes used for true restructuring, but in the entire range of filings, most of the time it ends within days (or weeks) and results in bankruptcy. Despite this, the reason that a SoP may occur is that it does not require a shareholders’ resolution, as is the case if a company wishes to file for bankruptcy. Recently, the possibility to request the court to make an informal restructuring agreement binding on all creditors and the relative flexibility of the SoP-procedure, have led to a renewed and increased (international) interest in the SoP (see below).

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proposal for such a framework is being prepared; see question 9.1). Recently, however, the Dutch Supreme Court confirmed previous case law stating that the refusal of a creditor to consent to an out-of-court settlement can, in extreme situations, constitute abuse of law. Then, the court can order the refusing party to consent on the basis that he has no reasonable grounds to object. This case law provides a route for an out-of-court settlement to be implemented without the existence of a true legal framework.

3.2 What formal rescue procedures are available in your jurisdiction to restructure the liabilities of distressed companies? Are debt-for-equity swaps and pre-packaged sales possible?

Distressed companies can be granted SoP. The SoP only affects unsecured creditors; secured creditors and those with a statutory preferential claim can continue to exercise their rights. SoP provides the debtor with a moratorium to sort out his finances with the help of an administrator. The debtor can offer a composition plan to the unsecured creditors (but is not under any obligation to do so). If the composition plan is accepted by a majority of the unsecured creditors, representing at least 50% of the outstanding unsecured claims, it is reviewed for fairness and may be approved by the court and thus become binding on all unsecured creditors (including hold-out creditors).Debt-for-equity swaps, other balance sheet restructurings and pre-packaged sales are not embedded in the legal framework, although a proposal for a pre-pack is currently pending (see question 9.1). In the meantime, such solutions can only be reached with the consent of existing shareholders.

3.3 What are the criteria for entry into each restructuring procedure?

A debtor can apply for SoP if he foresees that he will be unable to keep up with the debt payments. It is unclear whether the new regime (as envisaged, see question 9.1) will contain the same criteria.

3.4 Who manages each process? Is there any court involvement?

The SoP is managed by a court-appointed administrator in collaboration with the debtor. A court-appointed supervisory judge advises the administrator and can exercise certain authorities to enable the restructuring process (i.e., hear witnesses). Under certain circumstances, creditors and other stakeholders can request the court to intervene in the process.

3.5 How are creditors and/or shareholders able to influence each restructuring process? Are there any restrictions on the action that they can take (including the enforcement of security)? Can they be crammed down?

Creditors are able to influence a SoP procedure in three main ways. First of all, a debtor application will lead to a temporary SoP, which is subsequently voted on (and may be blocked) by more than one-third of the creditors, representing more than 25% of the qualifying (unsecured) debt. Furthermore, creditors can request the court to end the SoP (based on five limited grounds), which in practice will mean the bankruptcy of the company. Finally, creditors can influence the restructuring process by voting on a composition plan. If this plan

reasonably foresee that the company will not be able to satisfy its due obligations. A managing director (including a shadow director) can only escape personal liability if he proves that he cannot be blamed for the distribution and that he has not been negligent in taking measures to avert the risk of the company becoming unable to satisfy its payment obligations as they fall due because of the distribution. Prejudice of creditors. A company in financial distress may not enter into transactions which prejudice its creditors (see question 2.3). If a transaction is challenged based on prejudice to creditors, a director can be held liable for the company’s initiation of or co-operation with such a transaction.Tax obligations. If a company is unable to pay certain taxes or premiums, a director can be personally liable for that debt if the company does not notify the tax authority of its incapability in a timely fashion.

2.2 Which other stakeholders may influence the company’s situation? Are there any restrictions on the action that they can take against the company?

Any stakeholder may influence the company’s situation, including financiers, suppliers, customers, employees and the media. Secured creditors typically have a right to collect or enforce on collateral already upon a contract default, making them an important stakeholder to manage. Financiers or banks have control over available liquidity (headroom and cash balances). Suppliers may demand upfront payment (or retain title) if they get uncomfortable, with a liquidity effect. Any other creditor is allowed to seize the company’s goods (precautionary or executory). Extensive seizures or the enforcement of collateral or bankruptcy filings (aiming to put pressure on the debtor to pay) usually form a prelude to insolvency, as this typically triggers termination clauses in important contracts. Other than the limitation that one cannot abuse his rights (which is not easily assumed), there are no restrictions to the described actions.

2.3 In what circumstances are transactions entered into by a company in financial difficulties at risk of challenge? What remedies are available?

A company in financial distress may not enter into transactions which prejudice its creditors. A voluntary legal act undertaken by the company which results in its creditors being prejudiced can be annulled due to fraudulent preference if the company goes into bankruptcy. Certain evidentiary presumptions apply. If the company fulfils a due and payable obligation which prejudices its creditors, annulment by the trustee is also possible but on limited grounds. Also, the distribution of dividend by a limited liability company can be at risk of challenge if the company becomes unable to pay its due debt (within a year of the distribution). The receivers of the distribution, who foresaw or should have foreseen the inability of the company to satisfy its due obligations, can be forced to repay the money they received up to the amount that is lacking for the payment of due debt.

3 Restructuring Options

3.1 Is it possible to implement an informal work-out in your jurisdiction?

The informal work-outs that occur most often are purely consensual. There is no legal framework for implementation of an informal work-out or to make it binding on all creditors (although a legislative

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4.2 On what grounds can a company be placed into each winding up procedure?

A debtor, who has ceased to pay his debts, can be declared bankrupt at his own request, at the request of a creditor or (under extraordinary circumstances) at the request of the Public Prosecution Services. A requirement for the declaration of bankruptcy is that there are at least two creditors, of whose debts at least one needs to be due.

4.3 Who manages each winding up process? Is there any court involvement?

Bankruptcy proceedings are managed by a court-appointed (bankruptcy) trustee. As of the moment of the declaration of bankruptcy, only the trustee is authorised to perform acts of administration and disposition regarding the debtor’s assets. A supervisory judge is involved. This judge supervises the trustee, can order certain procedural measures (e.g. to hear witnesses) and under certain circumstances, may intervene in the process.

4.4 How are the creditors and/or shareholders able to influence each winding up process? Are there any restrictions on the action that they can take (including the enforcement of security)?

A filing for bankruptcy requires a resolution of the general meeting of shareholders. As a filing for SoPs is the authority of the board, debtors sometimes use it to circumvent the requirement for shareholder approval, with the SoP being converted into bankruptcy shortly afterwards. Once a debtor has been declared bankrupt, shareholders lose their influence. Creditors can influence the winding up process by requesting the supervisory judge to intervene and order or prohibit the trustee to act in a certain way if this is in the interest of the joint creditors. Furthermore, if a composition plan is proposed by or on behalf of the debtor, creditors that are eligible to vote can influence the process with their voting.During the bankruptcy, creditors cannot exercise their rights in any other way than to file their claims with the trustee. However, secured creditors can enforce their security without limitation unless the trustee sets a period to exercise those rights (which has to be reasonable or otherwise can be extended by the supervisory judge at the creditor’s request) and this period has expired, at which time the trustee may dispose of the secured assets. If part of their claim remains unsettled after the enforcement of the security rights, that part will need to be filed with the trustee and will be treated in the same manner as the claim of an ordinary creditor.

4.5 What impact does each winding up procedure have on existing contracts? Are the parties obliged to perform outstanding obligations? Will termination and set-off provisions be upheld?

Please refer to question 3.6.

4.6 What is the ranking of claims in each procedure, including the costs of the procedure?

The following types of claims can be distinguished in bankruptcy proceedings.Estate claims. Claims which arise by virtue of law (i.e. continued lease payments and employee wages during the insolvency), claims

is not accepted by the creditors or subsequently not confirmed by the court, the SoP will end and the creditors can resume exercising their rights, unless the court declares the debtor bankrupt. During the SoP (both the provisional and definitive stage), unsecured creditors cannot exercise their rights in any other way than to file their claims with the administrator. Secured creditors can continue to exercise their rights as if there were no SoP, unless a stay (of two months maximum, extendable once) has been granted.Both the content and form of a composition plan have no prescribed form; however a haircut is usually part of the plan.

3.6 What impact does each restructuring procedure have on existing contracts? Are the parties obliged to perform outstanding obligations? Will termination and set-off provisions be upheld?

Theoretically, a restructuring process does not influence existing contracts. Contractual termination and set-off provisions stay in place. If, at the start of the SoP, both parties have not completely fulfilled their obligations under the agreement, the counterparty can request the administrator and debtor (who manage the estate together) to confirm that the debtor’s obligations will be met. If this confirmation is not provided, the debtor loses his rights to claim performance by the counterparty. In recent case law on the bankruptcy provision regarding existing contracts, the Dutch Supreme Court has ruled that the refusal to confirm that the debtor’s obligations will be met does not mean that the debtor loses his rights to claim performance of his counterparty’s obligations for which the debtor has already carried out his counter-performance. We believe this decision also catches on the described rule for SoP.

3.7 How is each restructuring process funded? Is any protection given to rescue financing?

The restructuring process is in theory generally financed by the debtor. His assets are first applied to the costs incurred during the SoP (i.e. salary of administrator, advisors, etc.). Only after these costs are fully paid will the remaining assets be used for paying off the existing debt. If funds run dry at any moment during a SoP, the process can be ended by the court on its own initiative, or at the request of the supervisory judge, the administrator or the creditors. In practice, the debtor needs new financing from either collaborating existing financiers or new parties.Rescue financing does not receive legal protection if it is realised prior to the formal start of the restructuring process. The same rules regarding creditor prejudice apply (see question 2.3 above). In practice, financing occurs on a super senior basis with turnover provisions between the financiers. If rescue finance is provided after the formal start of the restructuring process, it is deemed to be an estate debt and is therefore highly privileged and cannot be challenged.

4 Insolvency Procedures

4.1 What is/are the key insolvency procedure(s) available to wind up a company?

The key insolvency procedure available to wind up a company is bankruptcy. This procedure applies to all assets held by the debtor other than (possibly) assets which are subject to security rights and applies to all of his creditors with the exception of creditors with security rights.

De Brauw Blackstone Westbroek N.V. Netherlands

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of termination that would apply without the SoP is longer. In the latter case, this longer notice period has to be observed. Specific rules apply if the number of employees to be dismissed exceeds 20.In bankruptcy, the trustee is also authorised to dismiss all employees. In that case, the period of notice of termination is limited to a maximum of six weeks, regardless of the notice period that would have applied if the debtor has not been declared bankrupt. Again, a mass lay-off is subject to additional rules.In both procedures, the obligation to continue to pay wages is an estate claim. If the debtor is unable to pay salaries during the notice period, the Employee Insurance Agency will take over this obligation as well as some other payment obligations over the period leading up to the insolvency. An estate claim will be filed with the administrator or trustee for any payment made by the Employee Insurance Agency.In bankruptcy, the European rules on automatic transfer of employee’s rights and obligations do not apply in an asset sale of the enterprise.

7 Cross-Border Issues

7.1 Can companies incorporated elsewhere restructure or enter into insolvency proceedings in your jurisdiction?

As long as a debtor’s centre of main interest (COMI) is located in the Netherlands, the Dutch court that has jurisdiction over this COMI will allow a debtor to enter into SoP or bankruptcy proceedings.

7.2 Is there scope for a restructuring or insolvency process commenced elsewhere to be recognised in your jurisdiction?

According to Dutch private international law, foreign insolvency proceedings (outside the scope of the European Insolvency Regulation, EIR) will, as such, generally not be recognised in the Netherlands. For example, a general seizure of assets pursuant to foreign bankruptcy proceedings does not affect the assets of the (bankrupt) debtor in respect of those assets located in the Netherlands. However, the working assumption is that the authority of a foreign trustee over a company and its assets as a result of the foreign insolvency proceedings is recognised. Under the EIR, insolvency proceedings commenced within the EU Member States (except Denmark) are automatically recognised.

7.3 Do companies incorporated in your jurisdiction restructure or enter into insolvency proceedings in other jurisdictions? Is this common practice?

There are some cases in which a Dutch company entered a foreign restructuring or insolvency procedure. It is not common practice for Dutch companies to restructure or wind up through foreign insolvency proceedings.

8 Groups

8.1 How are groups of companies treated on the insolvency of one or more members? Is there scope for co-operation between officeholders?

The insolvency of a group company tends to have a snowball effect on its group members. However, there is no legal framework for

originating from estate activities by the trustee and claims originating from acts by the trustee contrary to his duties or obligations. Estate creditors have a direct claim on the estate and, consequently, get paid (in accordance with their ranking, if any) before any non-estate creditor. Pre-insolvency secured claims. Claims which are secured by either a mortgage or a pledge before the debtor’s insolvency. Creditors with secured claims (mortgagees and pledgees) can foreclose on their collateral as if no bankruptcy exists. Suppliers with retention of title may collect their assets but are in practice often confronted with trustees requiring clear proof of ownership of specific supplies and valuation issues. During a short period (maximum of two months, extendable by a further two months), secured creditors may be stayed to enforce their rights, subject to release by the supervisory judge.Pre-insolvency preferential claims. Claims of preferential creditors, such as the Dutch tax authorities and labour claims, as far as they have come into existence prior to the declaration of the bankruptcy. They have to be filed with the trustee for verification. Pre-insolvency ordinary claims. Claims that have come into existence before the start of the bankruptcy or directly result from an agreement the debtor has entered into before the declaration of bankruptcy. These claims also need to be filed for verification with the trustee. The creditors share pro rata in the amount of the net-proceeds that result from the liquidation of the estate after the secured creditors have executed their security rights and all preferential claims have been paid in full. Post-insolvency claims. Claims that have come into existence after the debtor has been declared bankrupt and do not qualify as estate claims. The same applies to interest claims accrued after bankruptcy. These claims are not eligible in the bankruptcy but remain due by the debtor, should he survive the bankruptcy (see question 4.7).

4.7 Is it possible for the company to be revived in the future?

If a bankruptcy (declared in a final judgment) ends with approval by the court of a proposed composition plan, the company continues to exist. The same applies if all debts are paid. In every other case, the company ceases to exist and cannot be revived.

5 Tax

5.1 Does a restructuring or insolvency procedure give rise to tax liabilities?

Under Dutch law, a restructuring or insolvency procedure does not change the debtor’s tax obligations. However, since in many cases a debtor will discontinue his business and will not pay all of this debt, the tax obligations usually do change which make taxation in insolvency proceedings an important point to consider when dealing with (the possibility of) an insolvency proceeding.

6 Employees

6.1 What is the effect of each restructuring or insolvency procedure on employees?

If a company is granted a SoP, the administrator and debtor are jointly authorised to dismiss all employees. The period of notice of termination is limited to six weeks, unless the period of notice

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■ the insolvency practitioner in the main proceedings is assigned greater powers with regard to secondary proceedings;

■ a duty is imposed on Member States to provide information on insolvency proceedings; and

■ new provisions apply to the coordination of insolvencies of company groups.

Composition. A draft for a voluntary composition plan is expected to be presented to Parliament in the second half of 2017. The proposal will introduce an arrangement that can be confirmed by the court and become binding on all creditors (including secured creditors and shareholders) affected by the composition plan, irrespective of whether they voted in favour or against the arrangement.Pre-pack. A legislative proposal for a pre-packed restructuring is in its final stage. Under this proposal, before filing for bankruptcy, the company may request the court to appoint (on an undisclosed basis) the person who would be the trustee if the company entered into bankruptcy. Under close observation by the intended trustee, the company silently prepares for a restart, which is ultimately realised when, a few days later, the company is declared bankrupt and the intended trustee is appointed as actual trustee. Please note, however, that an anticipated judgment from the European Court of Justice on automatic transfer of employees to a pre-packed buyer may hinder the approval of Parliament.EU proposal for harmonisation of insolvency law. In November 2016, the European Commission announced legislation that aims to harmonise the insolvency proceedings currently available in the EU.

(dealings with) insolvency of group companies, with the exception that some tax regulations do provide for changes to the applicable group regime (i.e. a tax entity can be terminated). Because Dutch law does not provide any rules regarding the insolvency of groups of companies, insolvencies of group companies must be dealt with separately. However, in most cases where more group companies have entered insolvency proceedings, these proceedings are handled by one and the same administrator/trustee and supervisory judge because of the practical and financial advantages this way of handling group insolvencies provides. As there is no legal framework for the treatment of the insolvency of group members, there is no duty for co-operation between administrators or trustees.

9 Reform

9.1 Are there any proposals for reform of the corporate rescue and insolvency regime in your jurisdiction?

The main three points of reform of the Dutch corporate rescue and insolvency regime are the following.EIR Recast. As of June 26, 2017, the recast of the EIR will apply. The recast contains self-executory provisions that have a direct effect on the Dutch legal framework. Its main changes will be:■ the scope of the EIR recast is extended to certain specific pre-

insolvency proceedings;

De Brauw Blackstone Westbroek N.V. Netherlands

Reinout VriesendorpDe Brauw Blackstone Westbroek N.V.Claude Debussylaan 801082 MD, AmsterdamNetherlands

Tel: +31 20 577 1060Email: reinout.vriesendorp@debrauw.comURL: www.debrauw.com

Ferdinand HengstDe Brauw Blackstone Westbroek N.V.Claude Debussylaan 801082 MD, AmsterdamNetherlands

Tel: +31 20 577 1956Email: ferdinand.hengst@debrauw.comURL: www.debrauw.com

De Brauw is a law firm with a global reach. The firm has a robust corporate practice, a centre of excellence in litigation and arbitration, and an unparalleled team of regulatory experts. De Brauw is part of the Best Friends network, a European network of law firms. The members are all renowned firms and market leaders in their jurisdictions: Slaughter and May (UK); Bredin Prat (France); BonelliErede (Italy); Hengeler Mueller (Germany); and Uría Menéndez (Spain).

Reinout Vriesendorp is one of the most influential thinkers in the area of insolvency law and security rights in the Netherlands. He is a partner at De Brauw and was professor of civil and commercial law at Tilburg University (the Netherlands) from 1992–2016. As of 2016, he is part-time professor of insolvency law at Leiden University (Department of Company Law, and Department of Business Studies). From 1985 to 1992, he was based at De Brauw offices in The Hague and New York.

In addition to his positions at Leiden University and De Brauw, Reinout is a member of the editorial boards of both the Dutch Insolvency Law Review and the International Insolvency Review. He has educated insolvency practitioners in their post-graduate INSOLAD/Grotius specialisation courses for more than two decades. He is also INSOLAD fellow and long-time member of INSOL Europe (Academic Wing) and INSOL International (Academic Group).

Ferdinand Hengst specialises in international debt restructuring, cross-border finance work and finance-driven corporate transactions. He has particular expertise in insolvency-sensitive and other high-stakes financing transactions for multinational companies.

In addition to an international corporate client base, Ferdinand regularly acts for private equity firms and their portfolio companies, shareholders and creditors. Recent instructions include complex debt restructurings, corporate reorganisations, asset-based (re)financings, acquisition financings and debt capital markets transactions.

His practice spans the full range of finance transactions, often in an unstable or strained setting. Ferdinand regularly advises management and boards of directors on the corporate, corporate governance, fiduciary duties and liability considerations affiliated with certain transactions, scenario planning, and their corporate funding.

59 Tanner Street, London SE1 3PL, United KingdomTel: +44 20 7367 0720 / Fax: +44 20 7407 5255

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