Technology offers both opportunities and challenges. Technological developments result in innovation, transformation and disruption within existing chains. Stagnation equals decline, and innovation provides a perspective on the future. Innovations can be developed within the organisation or externally in the form of partnerships or the purchase of knowledge and technology. Multiple parties are always involved in the innovation process and it is essential to secure the cooperation in sound legal manner.
Good cooperation goes hand in hand with agreements laid down in clear contracts with applicable provisions. Operating as a Tech company in a regulated market is an added dimension. There is a (strong) supervising framework that may impose conditions on a cooperation such as maintaining and/or acquiring permits and/or disclosing information to supervisors.
Regulatory means the regulation of companies and activities. These regulations may concern market access, requirements for the company and its products and/or services, and cooperation with other parties. Examples are mandatory disclosure of information to the competent supervisory authority such as DNB, the AFM, the ACM, the AP or the NZa, or review of the cooperation based on competition legislation. Regulatory also concerns privacy laws and regulations, which are relevant for a company processing personal data. The expectation is that (future) investments in companies that are essential to the Dutch economy will be subjected to a formal investment check.
Staff and employment conditions are an important issue during mergers or acquisitions. In case of a company transfer, involved employees will also be transferred to the partner while retaining their employment conditions by operation of law. There are also significant exceptions to this rule that require the employment conditions to be identified in advance. The rights of the works council or lighter forms of employee participation are also important. The works council will usually have advisory powers in case of a proposed decision on a merger, split or cooperation. Certain employees may be granted special rights such as options or incentive plans in case of partnerships. Various rules apply in this regard. You will need to study whether such rights are considered income by the Tax Authorities. Companies in the financial sector must also determine whether the incentive is possible within the applicable remuneration rules. All kinds of arrangements will need to be established, for example, a whistle-blower scheme with corresponding advisory powers by the works council. The team is in the possession of this expertise and experience.
Intellectual Property (IP)
If tech, innovation, content creation or distribution are part of your core business, the importance of timely your protecting intellectual properties cannot be
emphasised enough. Examples are ensuring the correct IP registration, setting up a fitting organisational structure, and making sound (contractual) agreements. The latter applies particularly to joint ventures. Tech companies absolutely need these agreements if they freely want to exploit their products and services in the field of tech, innovations or content. When concluding a partnership, we can study in advance whether the right licenses and present and how trademarks, copyrights and IP rights are protected based on a due diligence.
Privacy & Compliance
An area of concern is compliance with privacy legislation. What personal data are processed by whom and why? What does this mean to the cooperation? What (security) measures are necessary? Privacy compliance is a critical theme as the General Data Protection Decree comes into force on 25 May 2018 and the penalties are increasingly higher.
Cyber-attacks are becoming more effective and take place at a greater scale. They are a serious threat to companies. The contract will need to describe who is liable for the prevention of incidents and when these actually take place.
Do you want to learn more about Strategic Partnerships?
Do you want to learn what our team can do for your situation? Leave your details and we will call you as soon as possible for an informal introduction and more information.