On 10 November 2016, the European Court of Justice (the "ECJ") rendered a judgement on the interpretation of the requirement of 'possession or control' for financial collateral arrangements ("FCA's") (C-156/15ECLI:EU:C:2016:851, Private Equity Insurance Group/Swedbank). This ruling is important because it could be argued that the ECJ's interpretation of the requirement of possession or control differs from the interpretation given to it in Netherlands legal practice and literature. In this newsletter, we will discuss the ruling and its consequences for the Netherlands practice.

After the latest bill for the modernisation of the Dutch law on partnerships foundered in 2011, a working group made up of lawyers and tax specialists drawn from practice, academia and the corporate world took up the cause in an initiative launched later that year. The working group (the werkgroep personenvennootschappen) has drawn up a report setting out a number of basic principles, the group's recommendations and a proposed set of statutory rules with an accompanying explanatory memorandum.

Companies and a wide range of other entities will have to disclose information about their ultimate beneficial owners (UBOs) in a public central register. This UBO register, mandated by the (fourth) EU anti-money laundering directive and intended to prevent abuse of the financial system, will have far-reaching consequences for the privacy of, among others, major shareholders of Dutch public and private limited liability companies (NVs and BVs).

On 12 January 2016 Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse (the "Regulation") entered into force. Many of the obligations set forth in the Regulation will however not immediately apply, but will be phased in and become applicable over time.

On 9 December 2015 the European Court of Justice ("ECJ") decided in the Dutch case Fiscale Eenheid X NV (C-595/13) that funds investing directly in real state can qualify as "special investment fund" for the purposes of the VAT exemption under the EU VAT Directive. Accordingly, the management of such "special investment fund" is exempt from VAT. Furthermore, the ECJ ruled that, in the case at hand, the actual management of real estate owned by the fund does not qualify as "management" within the meaning of the VAT exemption.

Dutch data protection authority publishes Policy Rules on breach notification duty As of 1 January 2016 companies, public bodies and other organisations that process personal data have an obligation to immediately report personal data breaches to the Dutch Data Protection Authority (College Bescherming Persoonsgegevens ("CBP")). Yesterday, the CBP published its Policy Rules on the duty to notify personal data breaches ("Policy Rules").

Legislation implementing the EU Bank Recovery and Resolution Directive ("BRRD") in Netherlands law and facilitating the application of the EU Single Resolution Mechanism Regulation ("SRM Regulation") was approved by the Upper Chamber of the Netherlands parliament on 10 November 2015 and is expected to enter into force before the end of this year. The new law – the "European Framework for the Recovery and Resolution of Credit Institutions and Investment Firms Implementation Act" – will be referred to below as the "Implementation Act".

On 1 November 2015 the Accounting Directive Implementation Act entered into effect. This legislation implements Directive 2013/34/EU in Dutch law. The most important changes under this Act are higher thresholds for determining the "size" of legal entities (and hence the applicable rules regarding annual accounts) and shorter deadlines for the filing of annual accounts and annual reports. Read more.

On 27 May 2015, the bill for the Act implementing the European framework for the recovery and resolution of banks and investment firms (the "Implementation Act") and the explanatory memorandum thereto (the "Explanatory Memorandum") were published. The purpose of the Implementation Act is to implement the Bank Recovery and Resolution Directive ("BRRD") and to facilitate the application of the Single Resolution Mechanism Regulation ("SRMR").

Activities on the stock markets and bond markets in Europe have been important during the first half of 2015. This has continued despite the volatility in May and June 2015 and uncertainties regarding Greece. IPO activity is still important and the trend of NASDAQ listings of European biotechs is strengthening, with the listing of two Belgian/Dutch biotechs in the US over the last months. Read more