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.

The Netherlands Authority for Consumers and Markets (ACM) has recently issued a clear call to companies in the food sector: review and improve your sustainability claims. This call is not optional. The ACM emphasizes that it will actively monitor compliance with the rules and, if necessary, take enforcement action. What does this mean for companies in the food sector? Why this call? Sustainability claims are playing an increasingly significant role in the marketing of food products. Consumers want to make informed choices and consider sustainability in their purchasing decisions. However, the ACM has observed that many claims in the food sector are unclear. This not only undermines consumer trust but can also lead to unfair competition among companies. For example, the ACM notes that it is often unclear what labels, logos, and certifications represent or what a sustainability claim specifically entails. The ACM has previously scrutinized sustainability claims in other sectors, such as clothing, energy, and transportation. Now, it is the food sector’s turn. The Sustainability Claims Guidelines: the basis for compliance The ACM directs companies to its updated Sustainability Claims Guidelines (2023). These guidelines outline five key rules that sustainability claims must adhere to: Use clear, specific, and complete sustainability claims; Substantiate sustainability claims with facts and keep them up to date; Make fair comparisons with other products or competitors; Describe future sustainability ambitions in concrete and measurable terms; Ensure that visual claims and certifications are helpful and not misleading. What’s at stake? The ACM has announced that it will actively check whether companies have adjusted their sustainability claims following this call. If claims do not comply, the ACM has stated that it may take enforcement action. Companies using sustainability claims that do not meet the Sustainability Claims Guidelines may face fines or orders subject to penalty payments. What can your company do? To avoid risks and ensure compliance with the law, it is essential for companies to take action now. A few practical tips: Inventory Your Sustainability Claims. Map out all the claims you use on products, in advertisements, and in stores; Assess Your Claims Against the Sustainability Claims Guidelines. Verify whether your claims comply with the ACM’s five key rules as outlined in the Sustainability Claims Guidelines; Collaborate with Experts. Have your claims reviewed both legally and substantively by specialists. This can help identify and mitigate risks; Communicate Transparently. Ensure that your claims are understandable to consumers and supported by clear information; Stay Up-to-Date. Closely monitor developments in laws and regulations regarding sustainability claims. Conclusion The ACM’s call is a clear warning to the food sector: ensure that your sustainability claims are honest, clear, and substantiated. If not, the ACM may proceed with enforcement. Do you need assistance in reviewing or adjusting your sustainability claims? We are happy to help you mitigate risks and bring your claims into compliance with the law. Feel free to contact Arnout Koeman or one of our other specialists.

Under the Dutch Working Conditions Act, employers are obliged to provide a safe working environment. In this context, employers sometimes implement a strict alcohol and drugs policy. But how far can that go? Can an employer test an employee for alcohol or drug use? The Limburg District Court recently ruled on this issue. What can employers do in this regard? Ruling Limburg District Court – 20 February 2025 The case concerned SIF Netherlands B.V., a manufacturer of foundations for offshore wind farms, which had introduced a zero-tolerance policy regarding alcohol and drug use. One of its employees, employed since 2008 and responsible for quality inspections, tested positive for cannabis during an unannounced saliva test on 25 September 2024. Several colleagues also reported red eyes and strange behaviour. While the employee admitted to having used cannabis the previous evening, he denied being under the influence while at work. Nevertheless, SIF sought permission to terminate the employment contract on the basis of serious culpable conduct (ground e), a disrupted employment relationship (ground g), or a combination of grounds (ground i). The court rejected the request for termination. Although the question of drug use was considered legitimate, the court ruled that the test did not establish that the employee had been under the influence during work hours. Moreover, the test had been conducted unlawfully, breaching the employee’s right to a private life and privacy. As a result, the test results were excluded. Moreover, the witness statements from colleagues were deemed insufficiently substantiated to justify termination. The Legal Landscape Employers have a legal duty to ensure a safe working environment. The question is under which circumstances they may take a specific measure to test for drugs and/or alcohol. There is ample case law involving employees appearing at work under the influence of drugs or alcohol, where disciplinary actions were upheld. Yet, this employer’s request for termination was not upheld. Why is that? Employment Law Consequences If an employer suspects an employee of being under the influence in a way deemed unacceptable, disciplinary measures may be taken. Although Dutch law does not list exhaustive employment-related sanctions, potential measures include a formal warning, suspension, wage withholding, a fine, or even dismissal (including summary dismissal). The challenge of evidence Any sanction must be justified and proportionate to the alleged misconduct. The employer bears the burden of proving both the conduct and the proportionality of the measure. Courts also assess whether the evidence was lawfully obtained. Unlawfully obtained evidence may be excluded. In the context of alcohol or drug testing, courts will weigh the interest in truth-finding against the employee’s right to a private life and privacy. The Right to private life The right to a private life, protected under Article 8 of the European Convention on Human Rights (ECHR), shields employees from unwarranted intrusions. Alcohol and drug testing constitutes an infringement of this right. Such an infringement is only permitted under strict conditions. The court will assess whether the infringement serves a legitimate goal and is suitable to achieve that goal (necessity criteria), whether the infringement is proportionate (proportionality criteria) and whether there is a less intrusive alternative (subsidiarity criteria). GDPR considerations When an employer processes personal data of a employee, the General Data Protection Regulation (GDPR) applies. The results of alcohol and/or drug testing constitute a special category of data. Processing of such data is in principle prohibited, unless one of the exceptions under the GDPR applies. According to the Dutch Data Protection Authority (AutoriteitvPersoonsgegevens or ‘AP’), processing such data requires a specific legal basis. Currently, such a basis exists only for certain sectors (e.g. aviation and maritime and public transport). Practical recommendations for employers Testing for alcohol or drugs in the workplace is legally complex. Employers should verify whether their sector has a statutory basis allowing testing. Its advisable to consider adopting a written zero-tolerance policy outlining potential disciplinary measures in the case of a breach, including (immediate) dismissal. If you suspect an employee is under the influence during working hours, take them aside privately with a witness present. Ask the employee directly whether alcohol or drug use is involved and stress that this is a safety matter. If you are reasonably convinced that substance use is at play, suspend the employee and send them home. Document the incident and the meeting as thoroughly as possible and confirm your findings to the employee in writing, inviting a response. The appropriate sanction will depend on the specific circumstances. Seek legal advice as soon as possible before initiating further steps. Contact Would you like to introduce or update your alcohol and/or drugs policy? Do you suspect an employee has appeared at work under the influence? Do you have another related question? Please do not hesitate to contact Gerard Zuidgeest, Rose Hortsman or one of our other employment law specialists. We would be happy to assist.

When should an employee disclose information about chronic physical or psychological complaints during a job application? This was the subject of a recent ruling by the Court of Appeal in ‘s-Hertogenbosch. The disclosure of medical Information in the application procedure An applicant is not required to voluntarily provide medical information. This is only different if the applicant knows at the time of concluding the employment contract that their health condition would significantly and long-term hinder them in performing the job duties. Additionally, an employer may not ask questions about the health condition of a prospective employee, past sick leave, or any limitations during the application process, except in the context of a legally permitted medical examination. Ruling: the facts in the case before the Court of Appeal in ’s-Hertogenbosch The employee in this procedure had suffered from chronic psychological complaints (PTSD and an anxiety disorder) since 2011 following an unsuccessful surgery. The employee applied for a position as a security guard at a courthouse in October 2023 and did not disclose his medical situation during the application process, nor the fact that he was currently unfit for work as a security guard at the Department of Transport and Support (DV&O) of the Ministry of Justice and Security. The employee was hired and was declared fully recovered by the DV&O company doctor at that time. Shortly after starting at the courthouse, the employee fell ill. The employer requested the termination of the employment contract due to gross misconduct, arguing that the employee had failed to disclose his medical situation. The employer’s requests were denied in the first instance. Court’s judgment: no disclosure obligation for employee The Court of Appeal, like the subdistrict court, ruled that there were no grounds to terminate the employment contract. The court ruled that the disclosure obligation only exists if the illness or disability makes the applicant unfit for the position and the applicant knew or should have understood this. In this case, the employee had fallen ill several times at his previous employer, but this was not due to the specific job requirements, and the employee had always fully recovered. The position at the courthouse was less demanding than the position at DV&O, leading the employee to believe that his chronic illness would not be an issue. The employer argued that an applicant must also disclose their illness if the illness does not absolutely prevent the performance of essential job requirements, but the applicant will experience significant hindrances in fulfilling the role. The court dismissed this argument, as it would mean that every chronically ill person would have to disclose their chronic illness during a job application, which is contrary to the protection provided by the Dutch Equal Treatment Act on Grounds of Disability or Chronic Illness (Wgbh/cz). Practical tips As an employer, do not ask questions about the health condition, past sick leave, or any limitations of the applicant during the application process, unless it concerns a legally permitted medical examination. Additionally, ensure that the job requirements are detailed and are clearly stated in the job application and/or job profile. Discuss these requirements during the application process and ensure written documentation. If possible ask the former employer for references. Contact Do you have questions about the disclosure obligation during job applications or would you like to discuss further? Please contact Gerard Zuidgeest, Rose Horstman, or one of our other employment law specialists.