NETHERLANDS Law and Practice Contributed by: Jan-Willem van Rooij, Anne Brugmans and Jordy Kusters, Loyens & Loeff
1.4 Energy and Infrastructure Projects Although there has been more activity in conventional energy, renewables and new energy projects still rep- resent the vast majority. Investments are now directed at technologies which will improve grid flexibility and support capacities, such as BESS and smart grids. Renewable energy projects are expected to regain importance in the energy market, especially when projects are supported by governmental incentive schemes. Increased activity in the heat market in the Nether- lands is expected in the next few years. The Dutch heat sector – especially district heating – is poised for significant M&A activity driven by the energy tran- sition and new regulations. At the same time, a new law will require public ownership of a majority stake in heat networks, fundamentally reshaping the industry’s ownership structure. As a result, major private utilities are preparing to divest their heat businesses. Furthermore, activity in defence-related infrastructure projects is expected to increase. 2. Establishing and Exiting Early- Stage Companies in the Energy and Infrastructure Industry 2.1 Establishing and Financing a New Company The Netherlands offers an attractive environment for start-ups, supported by a flexible legal framework and innovation incentives. The most common legal form is the private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ), which features limited liability, no minimum capital require- ment and flexibility in corporate governance, such as customisable shareholder rights. Incorporation is fast and cost-efficient, typically completed within a few days to two weeks. The Dutch government, furthermore, supports entre- preneurship, for example, through tax benefits and subsidies. The Netherlands is also a top choice due to
its geographical location, legal stability and EU market access. 2.2 Liquidity Events Typical liquidity events for ventures such as energy and infrastructure companies include sales to private equity, investors or other financial sponsors. Found- ers often achieve an exit by selling their shares, but, increasingly, it is common for founders and key man- agement to partially reinvest or “roll over” their equity into the acquiring company. This creates an incentive for them to continue driving the company’s perfor- mance post-transaction. Moreover, it has become increasingly popular to offer venture capital shareholders options to co-sell their shares alongside founders or to roll over part of their investment into the buyer’s equity. Spin-offs are increasingly common in the Dutch ener- gy and infrastructure sector. They take several forms, including both academic and corporate spin-offs. Academic spin-offs often emerge from Dutch tech- nical universities, and universities have implemented transparent deal terms to transfer intellectual property, facilitating smoother negotiations and making these spin-offs more investor friendly. Corporate spin-offs are often initiated by established organisations aiming to explore new technologies, business models, or innovation strategies outside their core operations. Operating independently allows them to innovate rapidly while benefiting from their parent company’s expertise. 3. Spin-Offs 3.1 Trends: Spin-Offs The primary drivers for spin-offs include accelerated innovation, specialisation, financial transparency, and adaptability to changing market dynamics and increasing regulations. 3.2 Tax Consequences A spin-off will, in principle, lead to a capital gain for Dutch tax purposes, equal to the difference between
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