Business Law

Our Business Law department is there to assist both the enterprise and the entrepreneur. Whether it’s a one-man business or a multinational, a private limited liability company [BV], a foundation, a family business or a listed company, we can help with the full range of legal issues. We advise start-ups and participants on the legal form and organisation of the new company that is to be established. Shareholders, directors, and supervisory board members can talk to our lawyers about policy, strategy, and disputes that arise (or threaten to arise) in or involving the company. We check whether your company complies with all the relevant legislation and regulations, how you can organise it in a “smarter” way from the legal point of view, and how to ensure a soft landing.

And if legal proceedings are necessary, you can rely on our extensive litigation experience. We ensure that you are in the best possible starting position so as to achieve the optimum result. Whatever work we do for you, we adopt a multidisciplinary, cross-border approach.

Advice

Every enterprise requires a certain amount of appetite for risk. After all, without risk there can be no return. The trick is to manage the business risk, and that’s what our advice is all about. We advise on strategic issues and their implementation from the legal point of view. This includes such things as the organisation of the legal entity (governance), compliance with legislation and regulations, and changes in the policy, strategy, or structure of the legal entity. Whether it’s a takeover or divestment, a merger or a demerger, entering into or terminating cooperation with another company, we will be happy to assist you with the legal aspects and if required will direct other specialists. We can also guide you in the decision-making process for the company. If requested, we will send out the necessary convocations, act as chair or minutes secretary, and implement the legal aspects of decisions for you (“corporate housekeeping”).

We can also clarify your legal position as an entrepreneur or as an officer of a company, and the associated voluntary and possibly involuntary liabilities. In the event of disputes in or involving the company, we can take on the task of handling the conflict. We assist shareholders, management, or supervisory directors, both collectively and individually. We attempt to re-establish relationships, identify responsibilities, and bridge differences of opinion between the various bodies within the company.

Regarding the company’s commercial activities, our Business Law department can also provide full-service advice. You can call us in to draw up commercial contracts, conduct negotiations, and arrange protection of intellectual property rights.

Litigation

Business law disputes are generally with an interested party, a stakeholder, or a business contact. That is why we first try to resolve the dispute between the parties concerned before commencing legal proceedings. A negotiated or commercial solution and good rapport are often more comfortable than a court ruling, certainly if you still need to work together within the business.

But if proceedings about a dispute within or affecting the business are unavoidable then it’s good to know that our lawyers are at home with litigation, including before the Enterprise Division. We can also assist in the event of arbitration or binding opinion. The litigation that we conduct ranges from simple claims collection to complex liability issues. We also have a great deal of experience in proceedings involving major financial interests, which generally require a different approach.

Subjects and training

Business law covers the following:

• conflicts between shareholders and (enforced) transfer of shares;
• shareholders’ agreements and participation agreements;
• liability;
• compliance and corporate secretary;
• group company law;
• commercial contracts (purchase, SLAs, licence, etc.);
• distribution of dividends;
• enquiry proceedings and dispute settlement scheme;
• governance (establishment of a legal entity, articles of association, codes);
• audits, inspection, and supervision;
• copyright and trademarks;
• business succession;
• policy and strategy;
• decision-making and corporate housekeeping;
• one-man businesses and partnerships (maatschap, VOF, CV, or EEIG);
• regulations;
• intellectual property;
• joint ventures and other types of cooperation;
• legal mergers, demergers, division following a dispute;
• legal opinion;
• competition;
• company bodies (general meeting, management board, supervisory board);
• acquisition and disinvestment;
• legal entities (such as the BV, NV, joint regulation, foundation, association, cooperative, mutual benefit association, ECV, and Societas Europaea);
• structuring/restructuring;
• duties of care (parent company, banks, and other financial institutions).

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Thuis Partners has a special interest in the position of supervisors. We are a partner and initiator for the Limburg Supervisory Directors Day [Dag van de Limburgse Commissaris] and the platform for supervisory directors (werkenalscommissaris.nl).