Company law
- Takeovers (as well as post-acquisition disputes)
- Directors' liability
- Exit (forced)
- Shareholders' agreements
- Transfer of shares
- Due diligence of agreements
- Cooperation agreements
- Disputes with shareholders
Company law
Nor is a company a desert island. A company consists of shareholders, directors, supervisory directors, auditors, etc. All these parties do not always have the same interests. These conflicting interests sooner or later create discussions and disputes.
As always, to avoid disputes between shareholders, directors, supervisory directors and auditors, it is important to make proper arrangements and lay them down in a contract. This can be done, for example, in the company's articles of association, in a management agreement or in a shareholders' agreement. We are therefore happy to advise you on which type of agreement or type of shareholders' agreement best suits your company. We always try to strike the right balance between the interests of the company and those of each individual party.
Our team further has in-depth knowledge in corporate law. Company law is a complex and dynamic area of law that guides companies in the formation, structuring, management and dissolution of their entities. We strive to always act proactively in the interests of our clients and offer tailor-made solutions to suit the specific needs of each company. Our lawyers offer advice and assistance on:
- Corporate acquisitions, restructurings and/or mergers
- Drafting and enforcing shareholder agreements
- Selling your shares
- Shareholder exit and exclusion procedures
- Transferring and taking over a trading fund
- The (Judicial) reorganisation of companies
- Director and founder liability disputes and discussions
- At your corporate housekeeping
How do we proceed?
Frequently asked questions
Yes, at a acquisition of shares of a company does not legally change anything about the company itself. This means that all existing contracts, such as a rental agreement, continue as usual. The company remains a tenant, you just become the new owner of that company. So be sure to check carefully how long the agreement is still valid and whether you can extend it. Do you want to be able to terminate or renegotiate the lease? Then you need to check that in advance and possibly arrange it contractually when you take over. The same applies to contracts with suppliers. Contact us for more info and points of interest.
It depends on the contractual arrangements. In the case of a share transfer, you basically take over the entire company, including all assets as well as liabilities. But this can be contractually excluded by means of a so-called "reps & warranties", i.e. a clause in which the seller makes statements about the company's condition and/or the assumes liability for errors or debts prior to the date of acquisition.
This can be done, but not just like that. In principle, a director can only be dismissed by the general meeting of shareholders. If you have the majority there, it can be relatively easy. If not, it depends on the articles of association and agreements between the shareholders. Sometimes court intervention is needed if the board is deadlocked or there is mismanagement.
