Introduction More and more people are buying their groceries online, which has for some time raised interesting legal questions about the status, rights and obligations of those working for such companies. Sometimes it can also be unclear which (collective) terms and conditions of employment apply. Collective agreement for food companies applicable The Arnhem-Leeuwarden Court of Appeal recently had to assess whether the collective agreement for food companies, which had been declared generally binding in the past, had previously been applicable to parties such as Picnic, Flink and Getir until they were granted dispensation from that collective labour agreement. Said parties operate ‘virtual shops’, where consumers can order groceries, but cannot physically shop. The scope of application for the collective labour agreement for food companies had already been broadened in 2019, and moreover, the scope of the collective labour agreement already took into account ‘virtual establishments’ of shops since 2001. Regarding the scope of the collective labour agreement the court ruled that it is sufficient that a legal entity primarily operates a grocery store, either itself or in conjunction with another group company.  If one group company only delivers, but the group company operating the shop cannot do so without that delivery, the delivering group company also falls under the collective labour agreement. All objections by Picnic and the other litigants about implausibility of the consequences of the applicability of the collective labour agreement and the practical impossibility of compensating 35,000 employees are dismissed by the Court of Appeal. The court had no doubt that its interpretation of the collective labour agreement is correct and as intended. As a result of this conclusion, tens of thousands of (former) employees have to be compensated; a substantial and undoubtedly expensive task for the employers involved. Practical tips This case – once again – makes it clear that employers run the risk of being unintentionally obligated to apply a collective labour agreement. (International) employers wishing to enter the Dutch market would do well to identify, as far as possible, which collective labour agreements may be applicable and, in order to avoid large claims and complicated reparations, not to assume too lightly that a particular collective labour agreement does not have to be applied. Even if a group company only performs work that is “related to” work covered by the collective labour agreement, the employer may still be bound by the obligations of the collective labour agreement. Contact Do you have questions about a collective labour agreement applicable within your sector or would you like to exchange views? Please feel free to contact Gerard Zuidgeest, Jaap Harrijvan or one of our other employment law specialists.

Introduction The question if a self-employed person should qualify as an employee remains a hot topic. Qualification as an employee can have far-reaching consequences, such as the obligation to pay premiums and payroll taxes retroactively, as well as dismissal protection, continued salary payment during illness, vacation days and vacation allowance. Should pension premiums also be paid retroactively? Pension as a condition of employment The principle of the Pension Act is that an employer is not obligated to offer a pension to his employees. Nevertheless, an employer may involuntarily be bound to a pension plan, for example because a collective bargaining agreement requires it or because an industry pension fund is compulsory. Retrospective premium obligation? Employers operating in sectors in which employees are entitled to pensions under a collective bargaining agreement or a compulsory industry pension fund might face retrospective liability for past pension contributions if a self-employed person is deemed to be an employee. After all, for pension funds, the premium is due even if an employee was not yet registered. The North Holland District Court recently ruled on a case in which an employee was employed as an employee from 1 January 2022, having first worked as a self-employed person for the company from 1 January 2016. He had always done the same work as other employees, who had always accrued pension benefits. The employee in question had also accrued a pension since 1 January 2022. The employer had offered the pension scheme to its employees without obligation. Was the self-employed worker now entitled to pension accrual retroactively from 1 January 2016? The court ruled that there was no legal basis for the retroactive payment of pension benefits in this particular case.  Practical tips Although the consequence of a self-employed person being classified as an employee does not always result in pension premiums being due retroactively, employers would do well to take into account the risk of pension premiums being due when assessing the risks of hiring self-employed persons, and to make organisational, financial and/or contractual provisions for this if necessary. Contact Do you have questions about pension in case of self-employment or would you like to exchange views? Please feel free to contact Jaap Harrijvan or one of our other employment law specialists.

Until 31 July 2025, the European Commission is organising a consultation on the revision of the state aid rules for Services of General Economic Interest (“SGEI”). In this consultation, the European Commission wishes to gather information from the market on the application of the SGEI rules and possible areas for improvement. This consultation is particularly relevant for public bodies, social housing providers and developers involved in housing projects and the delivery of affordable housing, as they are regularly constrained regarding the possibility of public funding for these projects. The European Commission wishes to adjust the SGEI rules accordingly, so that more housing projects can be realised within the frameworks of state aid law. What are the SGEI state aid rules? The SGEI rules provide a legal framework within which governments may grant state aid to organisations that perform services of general economic interest. These are services considered of general interest within society but which are usually not profitable, such as the realisation of social housing. The aim is to ensure that such aid does not lead to unfair competition within the European single market. The rules define the conditions and the amount of aid that may be granted without prior approval from the European Commission. Why this SGEI rules review? The European Commission sees a need to modernise the rules, partly because of the ongoing housing crisis across the EU. With the revision, the Commission wants to make it simpler and faster for member states to provide support for affordable and energy-efficient housing. Some technical adjustments are also proposed to improve the application of the rules. Your input sought The consultation offers government bodies and other stakeholders an opportunity to share their experiences and wishes. This is the time to raise practical bottlenecks and contribute ideas on the future of state aid for housing. Practical information Period: 5 June – 31 July 2025 Location: online Does your organisation deal with housing projects and state aid? Take part in the consultation by answering the questionnaire and contribute to better rules for affordable housing! If you would like assistance with this, or if you have other state aid questions, please do not hesitate to contact Monika Beck or one of our other specialists.

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.

The transition to a sustainable economy requires not only innovation and decisiveness, but also smart financing solutions. Two instruments that are playing an increasingly important role in this regard are green bonds and sustainability-linked loans (SLLs). In this blog, we explain what these forms of financing entail, what the legal considerations are and how we support our clients in this regard. What are green bonds? Green bonds are bonds whose proceeds are used exclusively for sustainable projects. Examples include the construction of a wind farm, making real estate more sustainable or investing in clean public transport. The issuer – often a company, bank or government – contractually commits to spending the money raised only on these green projects. A practical example: A Dutch developer issues a green bond to finance the construction of a new solar park. Investors, including local entrepreneurs and even private individuals, can thus be sure that their money is contributing to the (local) energy transition. Each year, the developer reports on progress and environmental gains, such as the amount of green electricity generated. What are sustainability-linked loans (SLLs)? SLLs are loans in which the interest rate or other conditions are linked to the borrower’s achievement of sustainability targets. What makes them special is that the borrowed money can be spent freely, but the borrower commits to achieving specific ESG targets, such as reducing CO2 emissions or increasing the proportion of women in management. Real-life example: An international manufacturing company takes out an SLL with a bank. The loan agreement stipulates that the interest rate will fall by 0.2% if the company manages to reduce its CO2 emissions by 15% within three years. If the target is not achieved, the interest rate will increase. This creates a financial incentive to do business sustainably. Legal considerations With both forms of financing, it is essential to set out the agreements clearly and in a verifiable manner. This includes: Clear definitions of ‘green’ projects or KPIs; Independent assessment and reporting; Consequences of not achieving the targets; Transparency towards investors and regulators. Our ESG team The lawyers in our ESG team are happy to advise on drafting and assessing these contracts, structuring the financing and complying with the increasingly stringent regulations in the field of sustainability. Our ESG project team combines in-depth knowledge of financing law with up-to-date insights into sustainability legislation. We advise on setting up green bonds and SLLs, from the initial exploration to closing and post-closing reporting. Want to know more? Would you like to know what green bonds or SLLs can do for your organisation, or do you have questions about the legal aspects? Feel free to contact our ESG project team. We are happy to work with you to find sustainable financing solutions that work in practice.

On 14 May 2025, the Administrative Division of the District Court of The Hague (‘the Court’) rendered its decision in  proceedings between Boehringer Ingelheim Vetmedica GmbH (‘Boehringer’) and the Dutch Patent Office (Octrooicentrum Nederland, ‘OCNL’). The Court upheld OCNL’s refusal to grant an SPC for a veterinary medicinal product containing the active ingredient ciclesonide. This case is of particular interest as it clarifies that, for the purpose of determining the ‘’first’’ marketing authorisation (‘’MA’’) within the meaning of Article 3(d) of Regulation 469/2009 (‘’SPC Regulation’’) ,  no distinction is to be made between MAs granted for human or veterinary use. The Court considered it an acte éclairé based on the CJEU’s decisions in Santen (C-673/18) and Pharmacia (C-31/03).   What preceded Boehringer holds EP 2 934 479 (‘’EP 479), which claims the use of ciclesonide for the treatment of airway disease in horses. Boehringer markets its product under the brand name ‘Aservo’. EP 479 was granted on 19 September 2018 on the basis of an application filed in 2013. On 28 January 2020 Boehringer received the MA for its product Aservo (EU/2/I9/249). On 30 March 2005, an unrelated company to these proceedings, Covis Pharma Europe B.V., received a MA (RVG 31633) for the medicinal product containing the active ingredient ciclesonide used to control persistent asthma in adults and adolescents (aged 12 years and older). It was marketed under the brand ‘Alvesco’. On 22 June 2020, Boehringer filed an SPC application with OCNL based on EP 479 and its MA for Aservo. OCNL rejected Boehringer’s application, arguing that the veterinary MA could not be considered the “first MA” under Article 3(d) of the SPC Regulation in light of the earlier MA for Alvesco. Boehringer objected against that rejection. In April 2024 OCNL, declared Boehringer’s objection unfounded. Therefore, Boehringer appealed to the Administrative Division of the Court. Assessment of the Court – First MA The Court analyses the caselaw of the CJEU in order to answer the question how to interpret ‘’first MA’’ within the meaning of Article 3(d) of the SPC Regulation. First, the Court considers the interpretation given by the CJEU in Santen of the term ‘’product’’ under Articles 1(b) and 4 of the SPC Regulation, as exclusively referring to the active substance or combination of active substances, irrespectively of the therapeutic use or target species. The term “product” needs to be interpreted strictly. The first MA relates to the authorisation of a product containing the active substance or combination of active substances in question, regardless of the therapeutic application of the active substance(s) for which that MA was granted (see also CJEU decision Abraxis Bioscience (C-443/17)). The Court further refers to Pharmacia, in which the CJEU held that no fundamental distinction is to be made between human and veterinary medicinal products in applying the SPC Regulation. The difference in intended use (human or animal) is not a decisive criterion for the grant of an SPC. The Court observes that Boehringer’s reading of Neurim could not be reconciled with the CJEU’s subsequent judgments, particularly Santen, in which the Court expressly distanced itself from its decision in Neurim. According to the Court the text of Article 3(d) of the SPC Regulation is clear: the MA on which the SPC is based must be the first MA for marketing of the product. Both MAs relate to the same product, i.e. ciclesonide. For the interpretation of first MA it is irrelevant whether the MA has been granted for human or veterinary use. The SPC application for Aservo was correctly rejected. The Court concludes that the legal framework, as clarified by the CJEU, leaves no room for a broader interpretation and considers the matter an acte éclairé. There is no need refer the case to the CJEU for preliminary questions. Conclusion When assessing the meaning of first MA, as mentioned in Article 3(d) of the SPC Regulation, it is irrelevant to make a distinction between an MA granted for human or for veterinary use. If the active ingredient is the same, they both relate to the same product. The NL decision does not stand alone. Some of the courts in other EU states have followed the same line of reasoning when dealing with Boehringer’s SPC applications for Aservo. In France, the French Patent Office refused to grant the SPC, which decision was upheld by the Paris Court of Appeal on 17 January 2025. The court explicitly referred to Abraxis and Santen, confirming that a prior MA for human use precludes the grant of a subsequent SPC for veterinary use of the same active substance. In Germany, the application was likewise rejected by the German Patent and Trade Mark Office. An appeal is currently pending before the Federal Patent Court (Bundespatentgericht). Although SPCs have reportedly been granted in some other Member States, the NL Dutch Court observes that these decisions often lack explicit reasoning, may reflect different national administrative practices, and do not alter the uniform interpretation required under EU law.