Public enterprises – ranging from national utilities to municipal services and semi-public transport companies – are an integral part of the economic and social fabric of the Netherlands. Advising on nationalisation, privatisation, and restructuring requires in-depth knowledge of constitutional and corporate law, financial regulations, and administrative oversight mechanisms. Allegations of financial mismanagement, fraud, bribery, money laundering, corruption, or violations of international sanctions in this context can trigger immediate intervention by regulators, parliamentary inquiries, revocation of licenses, and long-term reputational damage for executives, shareholders, and public authorities. Below is a detailed overview of the key focus areas when advising management, investors, shareholders, the State, and local governments.
Nationalisation and Privatisation
Nationalisation procedures revolve around the expropriation or acquisition of private or municipal assets by the government. Tax and expropriation laws (Constitution Article 14, Expropriation Act) must be strictly observed, with independent valuation being crucial to prevent accusations of conflicts of interest or undervaluation. Privatisation projects – such as the phase-out of drinking water companies or the partial public listing of energy firms – require transparent corporate governance structures, due diligence on existing contractual obligations, and robust compliance programmes to prevent fraud or bribery in public procurement. International sanctions and anti-money laundering rules are especially relevant when foreign investors are involved; violations may result in frozen assets and suspension of stock market listings.
Restructuring and Financial Governance
Restructuring public entities calls for meticulous financial analysis and revision of capital structures. Reviewing balance sheet obligations, internal treasury processes, and guarantee arrangements is essential to addressing financial mismanagement before creditors or shareholders initiate legal proceedings. Fraud prevention in restructuring plans includes strict internal controls, forensic audits, and ensuring that all transactions comply with accounting and tax law standards (RJ, IFRS). For public-private partnerships (PPPs), contractors must ensure that public funds are not diverted into opaque project vehicles, thereby preventing money laundering practices.
Compliance and Integrity
An effective compliance framework requires an integrated approach to integrity policy, including a whistleblower scheme aligned with the EU Directive and regular integrity training for executives and supervisors. Anti-corruption measures must cover all business transactions, from procurement and concession granting to tenders and sponsorships. Financial crime monitoring systems detect suspicious payments via real-time analytics, while EU and UN sanction lists are automatically checked during contract execution. Non-compliance may result in administrative fines, criminal prosecution, and severe reputational harm, affecting both the stock value of listed entities and the credibility of public institutions.
Administrative and Supervisory Frameworks
Public enterprises are subject to specific governance regulations: the Public Sector Senior Officials (Standard Remuneration) Act (WNT), the Code of Good Governance for Public Service Providers, and specialised governance codes for utility companies. Supervisory boards and boards of commissioners bear responsibility for risk management and financial continuity, including the detection of fraudulent conduct and conflicts of interest. In cases of serious allegations of fraud or corruption, supervisory intervention requires swift suspension of suspects, an independent external integrity investigation, and – if necessary – revision of appointment procedures.
Public Financing and Shareholder Relations
Public enterprises utilise state guarantees, municipal loans, and European investment funds (EIB, EBRD). Advice on state aid must comply with EU rules (Regulation 651/2014) to prevent unfair competition and distortion of the internal market. In cases of privatisation or recapitalisation, legal counsel is required on share issuance, drag-along and tag-along rights, and Locked-Up Arrangements to protect both public and private shareholders from abuse or insider trading. Breaches of insider trading laws or failure to disclose relevant financial information may result in fines from the Netherlands Authority for the Financial Markets (AFM) and destabilisation of creditworthiness.
International Sanctions and Capital Transactions
Public entities increasingly operate in an international context: sustainable energy projects, cross-border water networks, or transport infrastructure. For transactions with foreign partners or financial institutions, compliance with EU sanctions, OFAC regimes, and AML (Wwft) obligations is essential. Violations – for example, through cooperation with sanctioned suppliers in energy infrastructure – can result in immediate freezing of bank accounts, withdrawal of EU subsidies, and international arbitration claims. Stress testing of all project financings and capital flow analyses forms the final line of defence against reputational damage and operational shutdowns.
