Patrycja Chelmiak

La Gro provided legal assistance to Pruis Orthopedie in connection with the sale of shares to Ortho Dev Nederland, a subsidiary of Eqwal. The La Gro team supported Pruis Orthopedie throughout the entire process. Founded in 1932, Pruis Orthopedie is a long-established name in the region and specialises in the production of high-quality insoles, adaptations to regular footwear and (semi-)orthopaedic shoes. The company is known for its craftsmanship, quality and personal service. The Eqwal Group and offers a broad range of orthopaedic solutions. Through the transaction, the Eqwal Group further strengthens and expands its presence in the Stedendriehoek region (Apeldoorn, Deventer and Zutphen). Pruis Orthopedie will, for the time being, continue to operate under its own name. Contact The La Gro team advising the shareholder of Pruis Orthopedie comprised Pieter van den Oord, Patrycja Chelmiak and Fardau Talsma. For assistance or questions, you can contact them or one of our specialist from the mergers and acquisitions team.

Blockchain: more than just hype Blockchain is often associated with cryptocurrencies such as Bitcoin, and that is only partly justified. Blockchain technology has a much broader scope. In the world of M&A, blockchain offers a disruptive force that can transform traditional processes. From streamlining due diligence to tokenising ownership certificates, blockchain offers concrete benefits that not only save time and money, but also increase security and transparency. For M&A professionals, investors and entrepreneurs, blockchain is no longer a futuristic concept, but a strategic tool that can fundamentally change the way transactions are carried out. Because of the potential of blockchain, we also use this innovative application within La Gro. In 2019, La Gro (Benjamin Niemeijer) was nominated for the Gouden Zandloper (Golden Hourglass) award for the issuance of share certificates via blockchain technology. What is blockchain and how does it work? Blockchain is a digital and decentralised ledger, similar to a digital database. Transactions can be recorded on the blockchain in a secure and transparent manner. Each transaction forms a ‘block’ of code. Once a block is full, it is added to a chain of previous blocks. Hence the term ‘blockchain’. This chain of data blocks is shared and validated by a network of users. This ensures that data cannot be manipulated. This makes blockchain reliable and transparent and offers enormous certainty about the accuracy of the data. Application of blockchain in M&A Blockchain has the potential to play an important role in the M&A process, where a lot of time is traditionally spent analysing and verifying data and where certainty about the accuracy of that data is crucial. Tokenisation: the new era of property transfer One of the most disruptive applications of blockchain in M&A is tokenisation. Tokenisation is the digitisation of ownership (proofs) (such as shares, real estate or other assets) in the form of tokens on a blockchain. This process offers a level of security and efficiency that traditional methods (such as notarial deeds and shareholder registers) cannot match. Smart contracts: automation of critical processes Smart contracts are digital agreements that are automatically executed once predefined conditions are met. In the M&A process, smart contracts can be used for escrow arrangements (the automatic release of funds once certain conditions are met) and earn-out agreements (relevant information for calculating earn-outs can be recorded on the blockchain). Suppose an earn-out depends on the turnover of an acquired company. By recording turnover data on the blockchain, all parties involved have access to the same, immutable data, making manipulation impossible. This provides certainty for all parties, largely prevents discussions about the accuracy of the figures and speeds up the settlement of the earn-out. Faster and more reliable due diligence The due diligence process is often one of the most time-consuming parts of an M&A transaction. Blockchain can significantly speed up this process through, among other things, transparency (data is shared via a blockchain-based data room, where all parties have access to the same, immutable information) and reliability (because data on the blockchain cannot be manipulated, buyers and sellers can rely on the accuracy of the information). This means that due diligence is not only faster, but also less prone to errors. For M&A professionals, this means significant savings in time and costs, while improving the quality of the process. Disruptive value of blockchain for M&A The application of blockchain in M&A is also relevant and valuable for the following aspects: Efficiency and cost savings: the old-fashioned process of maintaining shareholder registers and drawing up deeds of transfer is time-consuming, expensive and prone to human error. A shareholder register can get lost, be incomplete or contain incorrect numbers. Blockchain can eliminate the need for intermediaries such as notaries, drastically reducing transaction costs. Reliability, transparency and security: a blockchain-based register is up to date, immutable and, with a good system, always accessible and consultable. This prevents situations in which (shareholder) registers are incomplete or out of date. Flexibility: for companies that regularly want to transfer small amounts of (certified) shares (e.g. in the case of employee participation or interests in a fund), blockchain offers a fast and secure solution. Decentralisation: no more dependence on central parties such as notaries or banks. Immutability: data on the blockchain is permanent and cannot be manipulated. Accessibility: blockchain makes it possible to trade ownership and assets worldwide, without the limitations of traditional systems. A concrete example: using blockchain technology, share certificates can be transferred within seconds at minimal cost. This makes it easier for start-ups and other companies to attract investors, even for small amounts, because transaction costs are negligible and ownership rights are immediately established. Conclusion: blockchain as a strategic tool Blockchain is no longer a hype, but a technology that is ready to transform the world of mergers and acquisitions. From tokenising ownership to automating contracts and accelerating due diligence, the benefits are clear and concrete. For M&A professionals, this means not only a more efficient process, but also a competitive advantage in an increasingly fast-changing market. Studio M&A La Gro Do you have questions about the applications of blockchain in M&A? Or would you like to learn more about how this technology can improve your transactions? Then come to our event Studio M&A La Gro on 19 June 2025 and discover how blockchain can transform your M&A processes. Keep an eye on our website and further posts.

Introduction The Institute of Directors (IoD) recently published a new version of the Code of Conduct for Directors. The IoD is a British professional organization for company directors, senior business leaders, and entrepreneurs. Established in 1903, it is the longest-running organization for professional leaders in the UK. Approximately 75% of FTSE 100 companies have an IoD member on their board or in a senior management role. The voluntary Code of Conduct is described by the IoD as a practical tool to help directors make “better choices.” It represents a voluntary commitment by directors and their organizations to support and foster a positive organizational culture, ethics, and integrity. This article compares the IoD Code with the Dutch Corporate Governance Code 2022 (NCGC). The comparison focuses solely on relevant governance aspects related to ESG objectives. Comparison Sustainability and ESG (Environmental, Social, Governance) have become critical focus areas in corporate governance. As noted, we compare ESG-related guidelines from the NCGC and the IoD Code of Conduct for Directors 2024 (IoD Code). Both codes provide governance frameworks but approach the subject from different cultural and legal contexts. The NCGC applies to Dutch listed companies and has a “comply or explain” character. The IoD Code, on the other hand, is voluntary for directors and organizations affiliated with the IoD. 1. Sustainable Value Creation The NCGC emphasizes the importance of long-term sustainable value creation (Chapter 1.1). Directors are expected to develop strategies that consider social and environmental impacts, based on “People, Planet, Profit.” It highlights double materiality: how the company influences sustainability and how sustainability influences the company. The IoD Code addresses the principle of Responsible Business. It encourages directors to integrate ethical and sustainable business practices into their decision-making, with explicit attention to broader societal and environmental impacts. Comparison Both codes stress the importance of sustainability, but the NCGC includes more specific requirements, such as mandatory reporting on sustainability effects. The IoD Code is less detailed but strongly focuses on ethical behavior by directors. 2. Risk Management and Governance The NCGC extensively addresses risk management, including identifying ESG-related risks such as climate change and social inequality. Directors are required to implement adequate internal control systems and evaluate them regularly. In the IoD Code, risk management is embedded within broader principles of responsibility and transparency. Directors are encouraged to manage risks responsibly and to avoid prioritizing short-term shareholder profits over long-term resilience. Comparison The NCGC offers more concrete guidelines on managing ESG risks, while the IoD Code emphasizes ethical principles that influence risk management. 3. Stakeholder Engagement The NCGC explicitly requires companies to develop policies for effective dialogue with stakeholders, including the involvement of employees in decision-making. The IoD Code highlights the importance of transparency and open communication with stakeholders, including mechanisms such as speak-up policies to report misconduct. Comparison While both codes value stakeholder engagement, the NCGC places more emphasis on structured and strategic dialogue, whereas the IoD Code focuses more on ethical behavior and transparency. 4. Diversity and Inclusion The NCGC mandates a diversity policy with concrete goals for gender equality and other diversity aspects. In the IoD Code, diversity is addressed under the principle of Fairness. Directors are encouraged to promote inclusive cultures where everyone feels valued. Comparison The NCGC provides stricter and measurable guidelines for diversity, while the IoD Code adopts a broader behavioral approach. Conclusion Both codes emphasize the importance of ESG principles in governance but approach the subject differently. The NCGC offers detailed, legally anchored guidelines focusing on implementation and reporting. The IoD Code, on the other hand, centers on the behavior and ethics of individual directors. Together, these codes provide valuable frameworks to support directors in fostering sustainable and responsible enterprises. If you would like to know more about good governance and ESG, feel free to contact Patrycja Chelmiak.