Law from a commercial perspective

Despite the economic turmoil of the past few years, the Company Law department has provided legal assistance with an increasing number of transactions, the size and complexity of which has also grown. We act for buyers or sellers at every stage of the takeover process: for instance, agreeing confidentiality clauses, conducting preliminary talks with shortlisted candidates, selecting candidates for further negotiations, agreeing a term sheet or letter of intent, carrying out or supervising audits, drafting and assessing takeover documentation and carrying out negotiations in this connection, through to the closure stage. Once the transaction is complete, we often remain involved with the process of integrating the newly acquired company into the organisation and optimising the new group structure. We also help end or settle the previous group relationship and ensure that the seller actually receives the agreed purchase price.

Helping businesses in challenging times

At this time of economic upheaval due to a succession of major shocks, including the current debt crisis, we are assisting with a high volume of restructuring, financing and refinancing operations. Companies currently face a host of major challenges: strengthening their financial position, governance and supervision structures, obtaining a clear picture of the risks to which all stakeholders are exposed, and adopting an appropriate strategy and system to manage those risks.

Our Company Law department will advise you on optimising corporate structures, corporate governance, strategy and risk management, and the responsibility and liability of directors, shareholders and other involved parties.

Offering you added value

We offer added value by concentrating on what really matters to you, focusing on solutions and prioritising the commercial importance of a transaction. In doing so, we rely on our understanding of commercial relationships between parties, and spend time finding out more about a business and the sector in which it operates. Where necessary, we will pull out all the stops to achieve the best result. Buyers, sellers, shareholders, directors, supervisory directors, financiers and borrowers all require attorneys who are committed, experienced and willing to take a constructive, proactive approach when it comes to formulating strategy. By being clear and straightforward at all times we can make things easier for you, even when disputes arise.

A strong network

Our clients include a number of Dutch and international companies, while corporate finance consultants, banks, accountancy firms and other professional advisers rely on our services too.

Benefit from our expertise

Mergers and takeovers

Takeovers, including share transactions and asset/liability transactions
Equity participations, private equity
Joint ventures and other collaborative arrangements
Management buy-outs and buy-ins
Carve-out transactions
Due diligence
Takeover disputes

Restructuring, financing and refinancing

Financial structuring and restructuring activities, including risk analysis
Financing and refinancing operations, agreeing changes to financing terms
Providing legal advice and assistance to directors, shareholders, supervisory directors, security holders, employees and other stakeholders when their company is in financial difficulty
Reorganisations and legal restructuring
Advising on and drafting financing and security agreements
Issues of shares and depositary receipts
Legal mergers and divisions
Disputes arising from the restructuring, termination or amendment of financing

Corporate governance and disputes

Arranging and optimising the legal structures of companies
Decision making, duties and powers of the management board, supervisory board and shareholders' meeting
Corporate governance
Management regulations, shareholder and voting agreements
Rights and duties of individual shareholders
Position of minority shareholders
Strategy and risk management
Capital maintenance
Responsibility and liability of directors, shareholders and supervisory directors
Disputes with and between shareholders, directors, other bodies and stakeholders
The law on associations, foundations and co-operatives