Shareholders and Directors

Company structure, shareholders and management

 

Legal and corporate forms

Each legal form is subject to its own legislation and has different advantages and risks. Our corporate lawyers have many years of experience in advising you on the (formation or dissolution of)  various types of companies. We keep an eye on all the interests of various stakeholders involved, both in the formation as well as in the restructuring of your company. We support you in choosing the respective legal form and in setting up the business structure of your company. We are happy to also support you in drafting and drawing up the necessary agreements between the various stakeholders (partners, shareholders, managing directors or members of the supervisory board).

 

Disputes between shareholders or other stakeholders

It happens that the interests and objectives of the various stakeholders such as the management board, shareholders and supervisory board no longer match. Sometimes there is no common way out and legal assistance is required. Disagreements concerning the distribution of profits, future course of business, as well as working with third parties can lead to disputes between shareholders. Disputes between shareholders or between shareholders and the board of directors often can have major impact on the company itself. Sometimes the company's very survival is even at risk. It can therefore be very important that the dispute is resolved as quickly and smooth as possible. If it is not possible to find a solution in good consultation, legal proceedings cannot be ruled out. In addition to legal proceedings, the shareholders also have so-called arbitration proceedings at their disposal to resolve conflicts out of court.

 

The manager's liability

Managing directors and supervisory board members are increasingly confronted with claims from insolvency administrators, creditors or other company stakeholders. This can be the result from the bankruptcy of a company or even before that. Often large sums of money are at stake, which not only cause financial damage, but also lead to damage or loss of a managers reputation. Our experts support managing directors and board members when they are held liable, but also advise them on how to avoid any liabilities. Our experienced insolvency administrators can provide important advice on this matter as well.

 

Mergers and takeovers

Our experts have extensive knowledge and experience of (overseeing and facilitating) mergers and acquisitions. We act both on behalf of either the buyer or the seller. We put great emphasis on efficiency, accessibility and speed of action.

 

Governance

Corporate governance is playing an increasingly prominent role in every business. It focuses on the necessary checks and balances in companies. For example listed companies in the Netherlands have to comply with the corporate governance code. In addition, there are various sector-specific governance codes in the Netherlands. The design and distribution of control, responsibilities and control options is therefore of great importance to all companies. Our experts can advise you on those obligations that apply to your business.

Your first point of contact:

Sander Vos

As a lawyer and curator, I experience the problems entrepreneurs may encounter when running their company. When giving advice, I always keep the interests of my clients in mind. An entrepreneur wants a solution that is best from an economic point of view: as much revenue as possible, at the lowest possible cost. Being right after a lengthy and expensive procedure is not always covered by this. That is why I give real and clear advice so that my clients immediately know where they stand. Is a claim enforceable and, if so, recoverable? What are the pitfalls? Which route should we follow and what are the costs? I can think and act quickly, which is often crucial, especially in (impending) bankruptcies. After all, a company in dire straits has to deal with many risks, and a company’s value can diminish in no time. Sander has been active as a lawyer and curator since 2007. As a lawyer, he has extensive experience in the fields of property and contract law. This includes drawing up and assessing contracts, entering into and settling finances, and establishing and enforcing securities, such as guarantees, pledges, and mortgage rights. Sander also continuously assists shareholders in starting up and unbundling partnerships and advises on restructuring and acquisition.