Implementation of the Cross-Border Merger Directive in The Netherlands

On July 15, 2008, the Dutch law implementing Directive 2005/56/EC of the European Parliament and of the Council of October 26, 2005 on cross-border mergers of limited liability companies took effect. The attached memorandum provides an overview of the new Dutch rules, highlighting the legal regime applicable to cross-border mergers involving Dutch companies.

CLEARY GOTTLIEB STEEN & HAMILTON LLP

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Implementation of the Cross-Border Merger Directive in The Netherlands