What is corporate law?

Corporate law regulates the organisation and operation of businesses. This covers the entire spectrum of entrepreneurship such as choosing the right legal forms, incorporation, restructuring and termination of legal entities, arrangements between shareholders, mergers and acquisitions. In doing so, we regularly collaborate with other experts such as accountants, tax consultants, business valuators and notaries in order to best serve our clients.

We also include the drafting, negotiating and review of commercial contracts in the scope of broad corporate law, such as joint ventures and other cooperation agreements, distribution and agency agreements or franchise agreements. We also regularly assist clients in contractual disputes.

This is how we can help you

With regard to corporate law we can help you for example with:

  • incorporation, merger, acquisition, demerger and restructuring of companies;
  • shareholder agreements;
  • cooperation contracts and partnership contracts;
  • buying or selling an enterprise;
  • demerging of an enterprise;
  • financing issues;
  • assessing security positions;
  • shareholder disputes;
  • inquiry proceedings;
  • directors’ liability;
  • general terms and conditions;
  • lease agreements;
  • collection of monetary claims, including attachment and bankruptcy filings;
  • liability issues or aborted negotiations.

Advice on company formation

As an entrepreneur you regularly come across corporate law issues. This immediately pops up when considering the legal form in which you will conduct or continue your business: a private company, foundation, general partnership, or another legal form. We advise which legal form would best suit you as an entrepreneur and your business.

We take care of the legal documentation and limit your liability risks as much as possible. We also provide the necessary legal documentation. In addition, we advise you on the financing, security position (such as pledge and mortgage rights) and corporate governance within your company.

Sale, demerger and corporate restructuring

Whether it is a share transfer or an asset transaction, we guide and support you throughout the entire sale or acquisition process. This also applies when you need to demerge or restructure your company, or I when you want to liquidate your company or terminate a participation.

Director’s liability

Only in specific circumstances directors can be held liable for the consequences of their actions (or omissions). This is mainly limited to serious culpable acts or omissions. But there are other legal grounds for holding a director personally liable. We advise directors on how to avoid this.

If necessary, we assist in proceedings concerning director’s liability. For example, we can properly assess the legal risks of such proceedings or advise on how to minimise risks to get involved in in it. In such matters it is an additional advantage that our lawyers are frequently appointed insolvency liquidators in bankruptcies, because issues of director’s liability also regularly arise in such cases.

Financing and securities

Most companies make use of financing from a bank or other financier. This needs thorough assessment of the legal risks and consequences. We assist you in financing issues, investment and acquisition processes, and restructuring processes.

We handle credit documentation and advise on security constructions, including the drafting of surety bonds, pledge and mortgage deeds. If necessary, we ensure that collateral can actually be enforced. Examples include the exercise of rights of pledge and mortgage, but also the invocation of retention of title by a supplier or the right of recourse or (group) guarantees.

Disputes in the company

When a conflict arises between shareholder(s), a split is sometimes inevitable. When either of you leaves the company, we can advise you on how to best resolve the situation – preferably a solution that works for both parties, with least possible damage for all parties. When that is not possible, we will also assist you in legal proceedings. Think, for example, of the dispute settlement where a shareholder is obliged to transfer his shares, or where he is expelled as a shareholder.

An inquiry procedure at the Enteprise Chamber (‘Ondernemingskamer’) of the Amsterdam Court of Appeal can provide a solution in conflicts between the management board and the shareholder(s) or with the supervisory board, or between shareholders themselves. The Court can, for example, temporarily suspend a director, or temporarily transfer shares. The Court may grant a request to order an investigation if it appears that there are good reasons to doubt the correctness of the company policy. We regularly represent companies, directors and shareholders in proceedings before the Enterprise Chamber.

Our way of working

1
Introduction and needs determination

We inventariseren je vraag en kijken samen waar je behoefte aan hebt, zodat we je zo goed mogelijk kunnen helpen. We will take stock of your question and look together at what you need, so that we can help you as best as possible.

2
Drawing up a plan and proposal

Based on your question, we will create a decisive plan and price indication to arrive at a solution.

3
start of the collaboration

Once we have approval, we will start. It is only logical that you are helped as soon as possible.