IFLR 1000
The Guide to the World's Leading Financial Law Firms

The Netherlands has had a bit of a rollercoaster ride in M&A. "2010 started well, a bit of a slowdown in the summer then it ended quite well, and the first quarter of 2011 was extremely busy," says a partner. But the slowdown in the summer of 2010 was, says another, "the quietest time ever; I have not ever seen this in 25 years of M&A practice".

Since October 2010 the market made a sharp recovery and according to one partner "if you could have slept through 2009 and 2010 you wouldn't have thought there was a crisis". "There has been a tremendous recovery of the market across the board, not only in private equity but also as strategic moves are back on the scene... the lending market is easier, companies are recovering and, being cash rich, are beginning to venture out".

"Clients used the downturn to restructure so they now have war chests and cash to invest... one year ago the pipeline was drying up but things have improved," says another. The buzz has been lined with lots of caution however: "In due diligence people really want to see not just the annual figures but also the figures for the first quarter too... but it doesn't mean they are not doing deals," says a partner. 'Optimistic but cautious' very much remains the catchphrase in the market.

On top of that, banks have been cautious with lending, deals are taking longer to prepare and the price remains unpredictable. But the underlying need of private equity companies to refinance and sell has been a cause for optimism and firms are seeing some of the large multipliers of 2007 come back. Aside from this, firms note that pension funds have been making moves to invest and real estate "is a building market; depressed still but if you really look specifically there were a few that were early in reorganising and they are doing quite well", says one partner.

"There is a little bit more attention for healthcare, maybe not a trend yet... but there is a global tendency of market orientation in the healthcare industry - seeing more and more specialised healthcare business being set up," says a partner. According to another, "in ten years the life sciences sector has grown from a value of €80 million to €2.1 billion".

On the legislative side, there are currently discussions (and have been for a while) for an overhaul of corporate laws on BV (limited company). The legislation will make company structures more flexible and change the rule on shareholder voting rights. The aim is to make "the Dutch BV more attractive to foreign investors", says a partner.

Allen & Overy again dominates in the M&A field with top marks in all areas. "I like their high professionalism in all aspects. They are very pragmatic, no silly long memos, they are always to the point and we had a good trusty relationship," says one client. Another says: "We are very positive about them, we can always contact them and they always call back, the level of knowledge is one of the best."

Clients concede that the firm is expensive but, in the words of one, "we already knew that". It is however coming under increasing competition from rivals such as Clifford Chance. Clients single out a couple of up and comers: Justin Steer is "excellent... very pragmatic [with] a lot of experience, expertise and knowledge", and newly promoted counsel Jetty Tukker is "very talented".

One of the highest profile market deals saw Jan Burggraaf advise Draka on its €1.3 billion public takeover by Prysmian after a five month battle between Prysmian, Nexans and Chinese company Xin Mao. Tim Stevens led a team to advise Crucell on its €1.75 billion public takeover of Johnson & Johnson following six months of negotiations, while Steer acted for Talpa in a consortium with Sanoma on the acquisition of Dutch free-to-air TV assets of SBS from ProSiebenSat1. The deal was one of the highest profile of the market.

Last but not least, Burggraaf acted for TNT on its spin-off / demerger into Post NL and TNT Express for €4.8 billion. The firm had its fair share of deals in private equity as well, advising clients such as 3i (on a string of acquisitions) and Bencis Capital Partners on nine different sales and acquisitions; a sign that private equity is alive and kicking.

Dutch independent behemoth of corporate and M&A De Brauw moves back up to tier one after almost total market consensus. De Brauw is in bed with a vast majority of Dutch blue-chip companies and in 2010-2011 acted on a string of deals around the billion Euro and above mark.

Nevertheless, a number of peers point out that the corporate team is having a "very difficult time at the moment" and "struggling with strategy". In May 2011 the firm lost leading partner Jan Willem de Boer to Linklaters. Some clients also find the firm at times a bit "academic and rigid".

However, Arne Grimme is widely recognised as one of the top M&A lawyers in the country. "Very good, quite pragmatic, very fast in turning documents, pleasant to work with, will focus on the important areas of a deal and knows what is important and what is not," says a peer. He recently advised Smit Internationale on the €1.35 billion public offer by global dredging company Royal Boskalis Westminster.

Dieter Wolf assisted AkzoNobel on its divestment of the National Starch business to Com Products International for €1.4 billion and Dutch blue-chip Philips Electronics on its acquisition of Indian kitchen supplies company Preethi. Paul Cronheim represented Corio on its €1.3 billion acquisition of four shopping centres in Germany, Spain and Portugal from Multi Corporation, the largest real estate deal in Europe, and advised Océ on a €1.5 billion public tender offer by Canon.

Corporate governance expert Jaap Winter was engaged by Philips-Van Heusen Corporation on its €2.2 billion acquisition of the Tommy Hilfiger Group and the firm was won mandates from NXP Semiconductors, on the divestment of its US based global Sound Solutions business to Dover Corporation for $865 million, and Teleplan International, on a €150 million public offer by Gilde.

Clifford Chance is pushing the boundaries of tier two. It is the preferred M&A team for some big clients. "It is excellent all round," says one of them, "you have to give them very high marks". Thijs Alexander is widely recognised as one of the market's leaders.

"Very highly recommended, I was very impressed by him," says a client of Jeroen Koster, who recently replaced retiring practice head Charles Ejisbouts. Clients also praised Hans Beerlage for "his attention to detail, ability to get things done, dedication. I can get him on the phone all of the time and he can think about things from different angles"; and Herke van Hulst for being a "very good deal maker keeping a good spirit [in] keeping the deal going".

The flip side is the hefty price tag which one client found "high by international standards, but you get the best". Some peers believe Clifford Chance has had a slightly lesser presence due to the dearth of large private equity deals.

Van Hulst advised Dutch pension fund PGGM on the sale of its stake in AlpInvest Partners to Carlyle Group and AlpInvest Management. The firm then advised PGGM and ABG on deepening their investment commitments in AlpInvest to €13.5 billion over the next four years. Beerlage acted for Gilde Buy-Out Partners and consortium bidding vehicle of Go Acquisition on the acquisition of a €212 million 6% stake in Gamma Holding, which led to a mandatory offer by Gilde of Gamma Holding.

The firm advised new client Royal DSM on an agreement with Sinochem Group to form a €420 million joint-venture (DSM Anti-Infectives) to target the Chinese market. Gregory Crookes and Thijs Alexander advised Maxeda (owned by AlpInvest, KKR, Cinven and Permira) on the disposal of fashion retail brands V&D, Hunkemöller and M&S Mode through separate controlled auctions.

NautaDutilh moves to tier two in reflection of market consensus. "It is a strong Dutch domestic corporate, gets deals via best friends relationships but... not as deep a client base as De Brauw," says a peer. The firm is perceived to be more in the financial sector. However, it is a major player in M&A and turned over one of the highest number of deals in the market.

Clients like the firm. "Maybe our first choice for M&A in the Netherlands," says one global client, adding that it is "often more accessible than De Brauw". "Clearly one of the best, they give very sound practical advice and they work very hard," says one. Clients recommend Hein Hooghoudt as "a terrific lawyer; he gives practical and sensible advice". Another says Leo Groothuis is an "up and coming big name". In local league tables Groothuis clocked up the highest volume of deals in the first half of 2011.

In major deals, life sciences specialist Christiaan de Brauw worked with Cravath Swaine & Moore to advise Johnson & Johnson on the country's largest public offer (€2.1 billion for Crucell) for a number of years. Meanwhile, Jeroen Preller represented Dutch investment company Flint Beheer in its unsuccessful €1.3 billion bid for Draka Holding.

Hooghoudt and Groothuis advised Sullivan & Cromwell and Clifford Chance for private equity investors Apollo Global Management and CVC Capital Partners on the £883 million public offer for Brit Insurance Holdings. The firm was also active advising Alpha Private Equity Funds 5 (APEF 5) on the acquisition of Hans Anders Retail Group.

Elsewhere, energy partners Jaap Jan Trommel and Harm Kerstholt assisted MISC Berhad on its acquisition of a 50% stake Vitol Tank Terminals International.

All commentators agree that Freshfields had a brilliant year. "They did pretty well," says a peer, "there are some very good individuals there... I find it very hard to define their practice, but last year was exceptional leading on deals especially [Jan Willem] van der Staay".

The big ticket mandates the firm received are numerous, helping it come top in Benelux in Mergermarket and Thomson Reuters calculations for value. Key Dutch deals included advising Prysmian on its acquisition of Draka Holding for €1.3 billion, completed start-to-finish in three months, a bidding process which saw competitive rival offers by players including Chinese company Xin Mao.

The firm, led by Prysmian advisor Jan Willem van der Staay, also advised EQT Infrastructure on the acquisition of Koole Tank Storage & Transport.

Winning mandates off Dutch corporates, Dirk-Jan Smit advised ABN AMRO on the merger of the state acquired part of ABN AMRO with Fortis Bank Nederland and Royal Boskalis Westminster on its acquisition of Smit Internationale.

Shawn der Kinderen led a team to act on a succession of deals for Sara Lee, and has so far closed six of them: the sale of Sara Lee's body care business to Unilever for €1.3 billion; air care business to P&G for €320 million; its stake in Godrej Sara Lee joint-venture to Godrej Consumer Products for €185 million; its insecticides business to SC Johnson for €153 million; the sale of White King and Janola Cleaning brands to Symex for €38 million; and finally the sale of its shoe care business to SC Johnson for €245 million.

Loyens & Loeff gets good feedback from the market though opinions vary when it comes to its market position. It is "probably the strongest of the local firms," says one peer. In terms of volume, the firm was listed second in the market by one local publication, with 13 closed deals in the first quarter of 2011. On balance the firm moves up a tier thanks to some top class practices in certain areas of M&A.

"There are some very good people there," says one peer, "we see Bas Vletter regularly and Herman Kaemingk... they have a tremendous real estate practice". The firm does not hire laterally but recently promoted Rotterdam-based Jan-Willem van Rooij to the partnership. It has a huge tax practice and leverages off it for corporate clients and is strong in energy related work, real estate and private equity.

One of the standout M&A transactions saw Vletter advise Bain Capital on the €650 million acquisition of a majority stake in IMCD Group from AAC Capital Partners, closing in December 2010, while Harmen Holtrop acted for the Carlyle Group on its acquisition of AlpInvest Partners from PGGM and ABP Pension Fund.

Philip van Verschuer led a team to advise General Atlantic on the disposal of GlobalCollect to Welsh, Carson, Anderson and Stowe (WCAS) for €452 million, while Kaemingk represented AAC Capital Partners on the disposal of CleanLeaseFortex to Egeria in a secondary buyout.

Stibbe moves up following solid market feedback and strong client endorsement. "Very pleased, precise, they meet deadlines, communicate well and they have good thinkers so certainly that brought added value," says one client. Feedback is mixed on its market position but peers say it is there on quality. Heleen Kersten had an especially strong year.

It is "a little more hands on than the global firms," says a client. The firm's history in the market is also a key to its success. "They all work together very well, tonnes of experience, vast corporate memory, very solid, very professional, very academic," says one global client, adding that "what distinguishes Stibbe is that they know us so well".

However, there are some minus marks. One client believes the firm reactive rather pre-emptive: "They wait for people to come to the office then give the best service... they could be more proactive and design tailor made information packs for clients, for instance".

The firm has advised Euronext since its inception and has continued to act for NYSE Euronext on its proposed $24 billion combination with Deutsche Börse. Wachtell Lipten, Rosen & Katz and Millbank Tweed are managing the case overseas with Stibbe handling Dutch aspects. The firm also assisted Unitas Capital, alongside global counsel Weil Gotshal & Manges, on the Dutch aspects of its €525 million acquisition of Hyva Holding from 3i Group.

As lead counsel, Stibbe advised Celesio on the merger of Lloyds Apotheken into Brocacef and joint-venture between Medco and Celesio. Gerhardt Vels, Fons Leijten Björn van der Klip, Hans Witteveen and Allard Metzelaar all led on transactions.

Houthoff Buruma certainly has some very big names in the market, among them Michiel Pannekoek (restructuring), Casper Banz (real estate) and Alexander Kaarls. Peers say the Rotterdam team "is doing very well acting for sponsors and corporates on the mid-market". According to other commentators, "the firm do well on the mid-market and it is subcontracted on very big deals by US and UK firms".

The firm landed one of the highest value M&A in 2010 when Kaarls was engaged by Portugal Telecom to advise on the sale of a 50% interest in Brasilcel, a Dutch holding company, to Telefónica for €7.5 billion. The deal followed a battle between Portugal Telecom and Telefónica for Brasilcel.

In December 2010, Kaarls closed another deal this time for the Moscow-based grocery store owner Efkarpos Enterprises on its sale of discounter Kopeyka Grocery Chain to X5 Retail Group, Russia's largest retailer. He also led on an interesting transaction which saw client China Huaneng Group on the acquisition of 50% of InterGen from GMR Infrastructure.

Other notable transactions saw the firm advise Cool Invest III on its acquisition of M&S Mode Groep from Maxeda, act for the management of Hyva in the sale of Hyva to Asian investment company Unitas Capital for €525 million, and represent Norit on the sale of its Clean Process Technologies (CPT) to Pentair for €503 million.

Linklaters has lately been trying to move deeper into the Dutch market and increase its M&A profile and in May 2011, it scored a coup with the hire of former De Brauw leading M&A partner Jan Willem de Boer. The M&A partnership now stands at five.

The firm handles all types of M&A but it does focuses on private equity, the energy sector and financial institutions. Regarding the latter, the firm currently has a partner on secondment to ING Bank to advise on corporate governance.

In highlight deals, the Dutch (led by Pieter Riemer), New York and Frankfurt offices advised Deutsche Börse on its merger with NYSE Euronext through a joint Dutch public company. Henk Arnold Sijnja (who peers say has a strong profile) also acted within a vast global network effort to advise ArcelorMittal on the demerger of its stainless steel business from its global steel businesses to form APERAM.

In 2010, the team led by Bart Jan Kuck was involved as part of a multi-jurisdictional team advising GDF Suez and Electrabel on the reverse takeover of International Power, where the Dutch office advised GDF on pre-closing of GDF's Dutch held assets before the takeover, while Peter Goes advised RBS on its €2.03 billion disposal of the Dutch elements of Global Merchant Services division (GMS).

Another standout deal, saw the firm advise Homburgh Holdings on the acquisition of all shares in the companies belonging to the Wire division of former Ovako Group.

Baker & McKenzie keeps its position in the fourth tier. The firm recently bolstered its structured finance, restructuring and insolvency practices and there is a sense that the firm is developing a growing presence.

Peers see the firm "occasionally" on big M&A and one client comments that "the M&A team is very professional".

Among the most standout deals were three completed transactions and one mandate expected to reach close in the second quarter of 2011. Jeroen Hoekstra led a team, in coordination with some other Baker offices, to advise the shareholder owners of Meat Processing System (MPS) Holdings, which has factories across Europe and Asia, on its secondary buy-out to Barclays Private Equity.

Jan Peters led a team to advise Baloise Holding on its €75 million acquisition of insurance company Avéro Schadeverzekering, part of Baloise's effort to develop a pan-European profile, while Mike Jansen took the lead for Consolidated Media Industries, with a huge support team, when it acquired the entire Dutch share capital of View Holding from Cosmos Media Investments for €20 million in December 2010.

The ongoing mandate saw Hoekstra led a cross-border team on the Axcan transaction, which entails Axcan's acquisition of pharmaceutical company Eurand via a public tender offer at an estimated $583 million. As part of its network, the Dutch office was also involved in Iochu's £637 million acquisition of Kwik-Fit, closed in March 2011. The team also got insurance sector mandates, advising ADM on investments alongside PGGM and others into the Universal Hospital Group.

CMS Derks Star Busmann has developed a very strong reputation in the mid-market, garnering a lot of recognition by local and international publications and in local league tables. The firm handles a good volume of M&A deals, many of them upper mid-level cross-border.

Roman Tarlavski leads on most of the firm's big deals, although other partners also take the lead among them Bart Bendel, Martika Jonk and Reinout Slot. In one ongoing transaction in mid-2011, Tarlavski was leading a large team to advise Advent International on its €188 million acquisition across seven countries of Provimi Pet Food from the Provimi Group.

Tarlavski also advised Douglas Holding on the disposal of its 32 Russian Douglas perfumeries with an annual turnover of €55 million to Rustiset Holdings while Bendel acted for Digidentity on Solera's acquisition of a minority shareholding in Digidentity. Another international deal saw Tarlavski lead for Colliers International its acquisition of a 51% equity stake in Amsterdam's leading commercial real estate services firm, Boer Hartog Hooft.

A deal of considerable local interest saw the firm advise the bankruptcy receivers of the bankrupt DSB Beheer on the sale of the shares in A.Z. ('AZ Alkamaar'), the Dutch premier league football team and winner of the 2009 championships, by DS Sport to Stichting AZ Alkmaar. The deal involved a large restructuring component.

Lexence is a corporate boutique with a focus on commercial property, mid-market M&A and private equity. It stands out from competitors in that it does not have the traditional corporate finance profile or full service approach; however tend to agree that it is very active on the domestic market

Other notable aspects to be taken into consideration include the strong market profile of leading lawyer Luc Habets and the fact that the firm registers quite high in local M&A tables relative to its size.

One of the most standout deals the firm handled in 2010 was for electronics manufacturer Mastervolt. Michiel van Schooten, who had a very active year, led a team to advise the clients selling shareholders and management in its €120 million sale to Actuant Corporation. In private equity, Habets and Joost Houtman acted for Health City (a portfolio company of Waterland Private Equity) on its acquisition of Basic Fit in June 2010.

In September 2010, Houtman closed a deal for Flextronics International when it sold its Dutch Products Completion Centre to Jabil at the same time as Van Schooten was wrapping up Nedstat's sale to ComScore. Van Schooten added more deals to his name when he advised shareholders in Hyves on the sale of their shares to Telegraaf Media Group. Habets was also mandated by private equity firm GIMV, shareholders in Acertys Group, on the latter's acquisition of FMH Endoscopy.

Simmons & Simmons is one of the strongest firms in the second half of the table. The firm does well in local and regional tables especially with regards to the volume of M&A it handles. The firm is also very capable of leading on cross-border transactions coming out of the Netherlands.

"They are doing quite well," says one peer, "I would mention Jean-Pierre van Leeuwe as the leader there, he is very active and has lots of experience". Pieter van Uchelen ranks highly individually for the number of deals he has closed so far in 2011, while Leo Verhoeff and Michiel Wurfbain also lead on a number of the firm's biggest M&As. Other peers recognise that the firm is strong in private equity.

Among the most standout deals, Verhoeff advised Refresco on its relatively high value acquisition of Spumador from Trilantic Capital Partners and, on a high value mandate, acted for Jefferies & Company as financial advisor to Eurand on the $583 million tender offer by Axcan. The latter involved various counsel across a number of jurisdictions. Verhoeff also advised the Foreman Capital on the sale of Orangefield Trust to AAC Capital.

One of Van Leeuwe's large mandates saw him assist the firm's long standing Irish client CRH, a building supplies manufacturer, on the €125 million sale of CRH Insulation Europe to Kingspan; a deal that involved four jurisdictions a number of the firm's offices.

Van Doorne keeps its position in the rankings. The firm has a lot of experience in M&A and, although not as lead counsel, it wins mandates to act on the Dutch aspects of some very large deals. "Quite good, quite open; very pro-active and knowledgeable, they know what they are doing and what we liked about them is that we worked very well together with a common goal to achieve the sale," says one client.

Onno Boerstra lead the M&A team which in 2010-2011 had a successful run of things. The firm won a number of significant lead counsel roles, among the biggest was Hugo Reumkens representation of Strukton Groep in its €168 million acquisition by Oranjewoud from the Dutch railways NS Groep.

Guus Kemperink worked alongside global counsel Davis Polk & Wardwell to advise on the Dutch aspects of Sky Team's (including all the Sky Alliance members such as Air France and Delta Airlines) corporate and commercial restructuring plus corporate governance and contractual issues.

Boerstra was engaged to work alongside Clifford Chance to advise the management of the divested portfolio companies of Maxeda: M&S Mode, Hunkemöller and V&D and La Place. The series of deals were part of one of the most high profile divestments in the Netherlands.

Dutch independent AKD is on the move. The firm is poised to take up new premises in Amsterdam in a building it will share with Deloitte, with which it has a good relationship, and in 2010 the corporate team hired four additional partners (including former Loyens & Loeff and Clifford Chance lawyers) and eight associates.

"They are good at the heavy legal work, a very solid firm with a detailed and thorough approach," says one client, while the Deloitte connection is attractive to others: "they know how to find international contacts and the Deloitte network could be very useful if necessary".

The firm has been aiming to rise above its regional profile and target international clients, US and German companies, and private equity. Its Rotterdam office also gives is a useful shipping profile, while its Eindhoven office has industry contact with clients including Philips.

In its most standout deals, Matthijs Ingen-Housz led a team to advise Beins Travel Group, shareholder of Cheaptickets, on the latter's merger with BCD's online travel agency Vliegwinkel, Budgetair and Vayama. In December 2010 new Loyens & Loeff partner recruit Heimon Smits and Vincent Bettonville advised on the Dutch aspects of Dong Energy's sale of a 24.8% stake in Walney offshore wind farms to a consortium comprising PGGM and Dutch Ampére Equity Fund.

Erwin Rademakers, Stefan Bais and Monique Verkuilen advised ABN AMRO Participaties, Friesland Bank Investments and the management of Triade Holding on takeover by Tech Data for €145 million in October 2010, while in May Carlos Pita Cao closed Grindrod Group's takeover of ABC Group.

Erwin Rademakers (Leading lawyer bio)

Boekel de Nerée led by Ferdinand Mason, is another favourite local counsel for global firms such as Ashurst.

Two standout examples of such deals, where the firm supported Ashurst, saw Mason lead the team to act for Candover in relation to the €1.2 billion sale of Belgian manufacturer of hygienic disposables Ontex to Goldman Sachs PIA and TPG Capital. Mason also led the a team to advise London based private equity house Oakley Capital on the acquisition of the travel website group EMESA.

Mason, Casper Haket and Bastiaan Kout also represented JP Morgan and Citibank in collaboration with Cleary Gottlieb Steen & Hamilton as underwriters on the €1.2 billion bid by NWR of Bogdanka while Arjen Mulderije, Isle-Marye Alwon and Marlijn Tacke also acted for Novell on the pre-closing transactions of its merger with Attachmate Corporation and Longview Software Acquisition Corp.

Norton Rose has a relatively low profile on mainstream M&A however the firm, say peers, are active and win significant mandates especially in private equity, venture capital and energy.

"I would expect to see them, we have come across them recently not a huge transaction but a highly regulated transaction, they are better than a few of the tier four firms," says a peer. Commentators invariably mention Ep Hannema and Marcel van de Vorst.

Kennedy Van der Laan's corporate team is led by Louis Bouchez although partner Fenna van Dijk takes the lead on some of its big M&A transactions. The firm specialises in the hi-tech sector, biosciences and healthcare.

In 2010, Van Dijk led a team to advise GML on its acquisition of a majority stake in Dialysezorg and the formation of a joint-venture. The new company is a strategic alliance between two hospitals in order to provide dialysis care in the Amsterdam region.

In 2011 Van Dijk also acted for mobile technology business Mobile Interactive Group (MIG) in its acquisition of Golden Bytes. One of Bouchez's biggest deals was advising the shareholders of Carbon Resource Management on the sale of a 76.3% stake to Vitol. Jan Schouten and Maurits Bos supported on all three deals.

Hogan Lovells has quite a low profile in the M&A market in the Netherlands according to peers. However in June 2011 it made moves which may change this profile when it recruited a life sciences team from NautaDutilh.

The team recruited comprises associates Bart Jong, Hein van den Bos, Paul Loeb, Ruth Franken and Frederique Reijntjes and partner Carla Schoonderbeek, who has broad M&A experience in the pharmaceutical sector.