Knowledge
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News
23 April 2024
Bad leaver provision too bad?
A legal exploration of the scope and permissibility of the 'bad leaver' provision in The Netherlands.
In the complex landscape of partnership and shareholder agreements, terms such as 'good leaver' and 'bad leaver' are crucial in determining the rights and obligations of departing shareholders. Leaver provisions are agreed to ensure that a departing shareholder is not left as a (passive) shareholder when the involvement in the company changes. A "good leaver" generally leaves without any problems, while a "bad leaver" often results from a situation of conflict or unwanted departure.
These distinctive terms have significant implications, especially with regard to share transfers and their financial consequences. Because of the impact of the consequences, it is important to have a clear picture of the legal aspects when entering into such a clause.
In this contribution, we will highlight the role of reasonableness and fairness in the interpretation and application of "bad leaver" clauses in The Netherlands. In doing so, we will also provide recommendations for drafting clear and objective bad leaver clauses, as this will prevent costly and complicated litigation later on.
31 January 2024
LGGA Pharma Update – 31 January 2024
On 23 January 2024, the Provisions Judge of the District Court of The Hague handed down a decision in the PI proceedings initiated by Janssen Biotech Inc. (“Janssen”) against Samsung Bioepis NL B.V. (“Samsung NL”). Janssen claimed that Samsung NL infringed its Stelara SPCs granted in Italy and Denmark. The Provisions Judge denied the PI as according to his preliminary assessment Samsung NL can benefit from the SPC Manufacturing Waiver.
28 November 2023
LGGA Pharma Update - 28 November 2023
On 1 November 2023, the District Court of The Hague handed down a decision in the invalidity proceedings instituted by Sandoz B.V. (“Sandoz’’) against Bayer Intellectual Property GmbH. (“Bayer’’). The Court held the once-daily dosing regimen of rivaroxaban, claimed in EP 1 845 961 B1 (“EP 961”), inventive.
24 November 2023
Financial Instruments for Early Seed and First Round Investments
Today, innovation is the norm. Business models are constantly evolving, and financial instruments play a crucial role in shaping the business future. This article looks at three emerging models that impact the business and financial landscapes: the widely used convertible loan, the Simple Agreement for Future Equity (SAFE), and the Agreement for Subscription against Advance Payment (ASAP).
In this contribution, we delve deeper into these models, examine their impact on companies and investors, and shed light on the legal considerations inherent in these financial approaches.
23 October 2023
LGGA Pharma Update - 23 October 2023
On 3 October 2023, the Provisions Judge of the District Court of The Hague rendered its decision in the PI proceedings between Grünenthal GmbH. et al. (“Grünenthal’’) and Teva B.V. et al. (“Teva’’). The Provisions Judge (“PI Judge”) is of the preliminary opinion that EP 1 457 208 B9 (“EP 208”) makes the technical effect plausible and is inventive. The likelihood of EP 208 being held valid in final relief proceedings is high and therefore a PI against Teva
is granted. Making this case particularly interesting is that in parallel final relief proceedings, courts in Germany and the United Kingdom have found EP 208 invalid. The PI Judge (who is also a Judge in the Dutch local division of the UPC) is of the preliminary opinion that the plausibility standard in the Netherlands is different from that in the UK, referring to the recent PI decision of the Court of Appeal in the Apixaban case.
06 October 2023
China to Require Regular Compliance Audits for Personal Information Protection
Your business will be impacted by a new set of draft measures recently introduced in China. These measures mandate that all companies processing personal information within China must undergo regular compliance audits to ensure adherence to the country's regulations on personal information protection. These audits will determine whether companies are compliant with the protection requirements outlined in the China Personal Information Protection Law (PIPL) and other relevant measures and regulations.