Lodewijk Berger (Lou)

Partner

Amsterdam + 31.20.305.4218

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Lou Berger has significant experience in international tax planning, M&A, and tax controversy and is consistently recognized as a leading tax lawyer by major publications, including The Legal 500, Chambers Europe, and Who's Who Legal: World's Leading Corporate Tax Lawyers.

Lou has long-standing trusted relationships with a number of the largest U.S. multinationals and represents them on planning, transactions, (multilateral) audits, and international tax controversies. He is very engaged in EU and OECD (Organisation for Economic Co-operation and Development) changes and proactively counsels clients on related risks and implications.

Representative tax planning work highlights include: corporate reorganizations for multinationals; counseling clients on strategic transfer pricing, particularly related to IP and treasury activities following BEPS (base erosion and profit sharing) and ATAD (Anti-Tax Avoidance Directive); and advising corporations and private equity clients on international structures.

Representative tax dispute resolution engagements include: strategic counsel to a U.S. multinational on pan-EU multilateral control; representing a Dutch multinational on a major tax dispute and settlement; representing U.S. multinationals on transfer pricing and withholding tax disputes across Europe; and representing a U.S. trade organization in its claim that the UTPR (Undertaxed Profits Rule) conflict with EU law.

Lou also regularly acts as tax counsel on cross-border M&A transactions as highlighted in his experience list.

Lou began his practice as an international tax lawyer in Amsterdam in 1997. He spent two years working in London and six years working in New York before returning to Amsterdam. He is a member of the ABA and the IFA (International Fiscal Association) and speaks regularly at tax conferences. He currently serves as chairperson of the Tax Committee of the American Chamber of Commerce in the Netherlands.

Video

Experience

  • AmFree challenges legality of Pillar 2 in its European lawsuitJones Day represents the American Free Enterprise Chamber of Commerce ("AmFree") in its lawsuit challenging the Undertaxed Profits Rule ("UTPR") under Pillar 2.
  • Egeria Capital Management establishes Egeria Private Equity Fund VIJones Day advised Egeria Capital Management B.V. on the establishment and fundraising of Egeria Private Equity Fund VI (the "Fund"), including the establishment of a friends and family feeder vehicle and the structuring and acquisition of a warehoused investment.
  • Redevco establishes Pan-European Real Estate Debt PlatformJones Day advised Redevco, one of Europe’s largest privately owned real estate managers, on the establishment of its real estate debt platform, which aims to provide loans across all major European markets, including the UK, and across all asset classes, including operational real estate sectors.
  • WEG acquires industrial electric motors and generators business from Regal Rexnord CorporationJones Day advised WEG S.A. in the $400 million acquisition of the industrial electric motors and generators business of Regal Rexnord Corporation.
  • Vibrantz completes US$140 million new STS trade receivables securitisation and €10 million trade receivables factoring programmeJones Day assisted Vibrantz Corporation in relation to a new (i) US$140 million cross-border STS trade receivables securitization transaction with ING Belgium NV/SA and NORD/LB and (ii) €10 million bilateral factoring programme with ING Commercial Finance.
  • SmartSD enters into strategic partnership with CobepaJones Day advised SmartSD and its longstanding stakeholders Smile Invest, co-founders and management on a strategic partnership with new majority shareholder Cobepa, a leading European private equity company.
  • Diebold Nixdorf obtains $1.25 billion senior secured exit credit facilityJones Day represented Diebold Nixdorf, Incorporated, a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, in connection with a new $1.25 billion senior secured term loan facility as part of it’s emergence from chapter 11 bankruptcy and other domestic and foreign court-supervised restructuring proceedings.
  • Diebold Nixdorf successfully restructures over $2.7 billion in funded debt and completes the first-ever dual proceeding under the U.S. bankruptcy code and Dutch restructuring law in 71 daysIn the first-ever cross border restructuring involving dual main proceedings under chapter 11 of the U.S. Bankruptcy Code and a scheme of arrangement (the "Dutch Scheme") under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord ("WHOA")), and the first-ever chapter 15 recognition of Dutch Scheme proceedings and a sanctioned WHOA reorganization plan (the "WHOA Plan"), Jones Day represented Diebold Nixdorf, Incorporated ("Diebold") and certain of its U.S. and Canadian subsidiaries (the "Debtors") in connection with (i) the prepackaged chapter 11 cases of In re Diebold Holding Company, LLC, et al., (Case No. 23-90602-DRJ) commenced on June 1, 2023, in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"); (ii) the Dutch Scheme, commenced on June 1, 2023 by Diebold Nixdorf Dutch Holding B.V. (the "Dutch Issuer") in the District Court of Amsterdam (the "Dutch Court"), and (iii) the chapter 15 proceedings before the Bankruptcy Court commenced by the foreign representative of the Dutch Issuer, wherein the Bankruptcy Court recognized the Dutch Scheme proceeding as a foreign main proceeding and recognized and extended comity to the WHOA Plan that was sanctioned by the Dutch Court.
  • Diebold Nixdorf obtains $1.25 billion senior secured superpriority DIP credit facilityJones Day is representing Diebold Nixdorf, Incorporated (the “Company”), a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, and certain of its domestic and foreign subsidiaries (collectively, the “Debtors”) in (i) a pre-packaged chapter 11 proceeding in front of the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), (ii) a scheme of arrangement by Diebold Nixdorf Dutch Holding B.V. (the “Dutch Issuer”) and the related voluntary proceeding in front of the District Court of Amsterdam under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord), and (iii) an anticipated proceeding commenced by the Dutch Issuer under chapter 15 in the Bankruptcy Court, seeking recognition of such scheme of arrangement.
  • Lamb Weston acquires remaining interest in European joint venture Lamb-Weston/Meijer for €700 millionJones Day advised Lamb Weston Holdings, Inc. in the €700 million acquisition of the remaining equity interests in Lamb-Weston/Meijer v.o.f., its European joint venture with Meijer Frozen Foods B.V.
  • Eurobio Scientific acquires GenDxJones Day advised Eurobio Scientific SA in the acquisition and financing of the Dutch company Genome Diagnostics BV (GenDx) from its founder and its shareholders for €135 million (net of adjusted cash).
  • Avient acquires DSM Protective Materials businessJones Day advised Avient Corporation (NYSE: AVNT), a leading provider of specialized and sustainable material solutions, in the $1.485 billion acquisition and financing of Koninklijke DSM N.V.’s protective materials business, a leading specialty engineered materials business built around the invention of Dyneema®, the world’s strongest fiber.
  • Arsenal Capital Partners' portfolio company Fenzi Holdings acquires Advanced Glass Technologies business of Johnson Matthey PLCJones Day represented Arsenal Capital Partners' portfolio company, Fenzi Holdings SPV S.p.A., in the acquisition and financing of the Advanced Glass Technologies business of Johnson Matthey PLC, which manufactures advanced glass enamels, precious metal pastes and conductive inks for use in automotive glass and other industry applications.
  • Fortino Capital, Ventech, henQ and founders sell inSided B.V. to Vista portfolio company Gainsight Inc.Jones Day advised Fortino Capital, Ventech, henQ and founders in the sale of inSided B.V. to Vista Equity Partners portfolio company Gainsight Inc.
  • DAS sells credit management business Cannock ChaseJones Day assisted DAS Holding N.V. and DAS Legal Finance in the sale of their credit management business, Cannock Chase, by means of an auction sale process.
  • Aurelius sells remaining Office Depot Europe business to strategic buyer RAJA GroupJones Day advised AURELIUS Equity Opportunities in the sale of Office Depot Europe, which includes the remaining Viking and Office Depot Europe activities to strategic buyer RAJA Group.
  • Wabtec completes €500 million Green Bonds offeringJones Day represented Westinghouse Air Brake Technologies Corp., one of the world’s largest providers of value-added, technology-based equipment, systems and services for the global transit and freight rail industries, in connection with the SEC-registered offering by Wabtec Transportation Netherlands B.V., its wholly-owned subsidiary, of €500 million aggregate principal amount of 1.250% Senior Notes due 2027.
  • Solmax acquires TenCate GeosyntheticsJones Day advised Groupe Solmax Inc. (Solmax), the global leader in the production of high-quality polyethylene geomembranes for industrial and environmental applications, and its shareholders (including institutional investors Caisse de dépot et placement du Québec and Fonds de Solidarité FTQ), in connection with Solmax’s acquisition of TenCate Geosynthetics Holding B.V., a global provider of geosynthetics and industrial fabrics, from Dutch conglomerate Koninklijke Ten Cate (Royal Ten Cate, the Netherlands), and advised on the related senior secured financing to support the acquisition.
  • SUEZ sells its SUEZ Recycling & Recovery operations to PreZeroJones Day advised the French listed company SUEZ SA in its largest sale of SUEZ Recycling & Recovery operations - excluding plastic recycling and hazardous waste treatment activities - in four continental Europe countries: the Netherlands, Luxembourg, Germany, and Poland to PreZero, the environmental division of Schwarz Group.
  • Micreos teams up with L'Oréal for skin care products containing endolysinsJones Day represented Micreos Human Health B.V. in its license out to L'Oréal of endolysin technology that targets harmful skin bacteria while preserving useful bacteria for L'Oréal's use worldwide in skin care products for cosmetic applications.
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    May 2025 Alert

    Navigating Tariffs and Income Taxes and Transfer Pricing

    May 2024 White Paper

    Dispute Resolution Under OECD's "Pillar Two" 15% Global Minimum Tax Remains Unclear

    October 2022 Alert

    The Unshell Draft Directive: Only a Few Months Left to Comply?

    March 2021 Commentary

    France Expanding Tax Permanent Establishment Definition, Overturning Previous Case Law

    August 2020 Video

    JONES DAY PRESENTS® - EU Mandatory Disclosure Rules (DAC 6)

    May 2020 Commentary

    The UK’s Digital Services Tax: Where Are We Now?

    July 2019 Commentary

    Renegotiation of Existing BITs by the Netherlands May Directly Affect Current Investments

    March 2018 Commentary

    EU Targets Tax Avoidance Reporting Obligations for Intermediaries

    December 2017 Jones Day Publications

    EuroResource—Deals and Debt | December 2017

    March 2017 Commentary

    EuroResource—Deals & Debt
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    Additional Speaking Engagements

    • January 20-21, 2020
      9th Annual IBA Finance & Capital Markets Tax Conference
    • September 19, 2019
      2019 Annual Conference of Marques
    • April 13, 2018
      18th Annual Tax Planning Strategies U.S. and Europe conference of the ABA, IFA US branch, and IBA
    • April 27, 2016
      International Tax Seminar for Detroit Chapter of Tax Executives Institute
    • March 15, 2016
      US-EU Tax Planning: Issues and Opportunities
    • March 8, 2016
      U.S. - Spain Cross Border Tax Update, Jones Day Madrid
    • February 22, 2016
      Taxation and European Union State Aid Law: The European Commission's Investigation Into Whether Certain Tax Rulings Constitute State Aid
    • June 22-23, 2015
      A European perspective: State Aid Investigations, BEPS, Exchange of Tax Rulings, Disclosure of CbC Reports | Tax Executives Institute (TEI) Conference
    • June 12, 2015
      Comparative study of the tax treaties of The Netherlands, Luxembourg and Belgium with the United States | International Fiscal Association (IFA) Benelux meeting
    • June 3, 2015
      Global Insights: The Future of M&A, Inversions, BEPS, etc.
    • April 22, 2015
      US/Netherlands Tax Planning: Issues and Opportunities
    • March 2015
      BIO Conference on International Taxation in the Biopharmaceutical Industry, IP Regimes in Europe
    • February 9-10, 2015
      4th Annual IBA Tax Conference: Current International Tax Issues in Cross-Border Corporate Finance and Capital Markets
    • February 24, 2014
      Joint Current Developments Panel, American Bar Association, Section of Taxation
    • February 24, 2014
      Current International IP Tax Issues - BEPS, patent boxes and more, American Bar Association
    • February 27, 2013
      International Fiscal Associations, Joint Meeting of the USA and Netherlands branches
    • June 11-12, 2012
      IP Taxation in the Netherlands and Luxembourg, BNA Bloomberg | CITE, Taxation of Intellectual Property Conference
    • May 11, 2012
      U.S. Private Equity Fund Outbound Transaction Structuring, American Bar Association, Tax Section
    • February 17, 2012
      Special Taxes on Financial Institutions and Transactions, American Bar Association, Tax Section
    • May 6, 2011
      Tax Planning for “Inbound” Licensing of Intellectual Property, American Bar Association, Tax Section,
    • October 21, 2010
      European Holding Company Regimes, International Fiscal Association, New England Region
    • June 8, 2010
      The (Im)Proper use of Holding Companies, International Tax Institute

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