Company law and M&A

Clairfort is a law firm with company lawyers, based in the Netherlands. Our lawyers specialising in company law, mergers and acquisitions have extensive expertise and experience. They seek to provide solutions which really offer business people added value. In order to achieve this, they immerse themselves in their client’s situation and examine more than only the legal aspects of a case. In some cases this may result in a robust approach as part of which litigation is inevitable, while in another case it may lead to an amicable but commercially efficient solution. Clairfort’s company lawyers are active in the following fields.

Liability, disputes and legal proceedings

Every business owner may have to contend with a loss or liability for one while doing business. If you have to contend with this, it is important to determine the compensation which you could recover or, should you be held liable, to determine whether you are actually liable. Our lawyers can help you determine and recover compensation, as well as to establish liability (and its scope). Where necessary, legal proceedings may be conducted in such matters before either a civil court of law or an alternative dispute resolution body (such as arbitration).

In addition, our company lawyers conduct litigation in relation to matters of company law, such as a dispute pertaining to an acquisition, between shareholders and in relation to assets pursuant to a right of inquiry.

Management and oversight (governance)

The proper oversight of businesses, public services and community organisations is becoming increasingly more important. This is occurring partly as a result of major scandals in which conflicts of interest, the misuse of community funds and failed supervision have played a role. The call for appropriate supervision and a working system of checks and balances has also led to the drafting of various corporate governance codes (sectoral or otherwise) and amendments (or proposed amendments) of the relevant legislation. The quest for appropriate governance is sometimes at odds with the desire to reduce the regulatory burden and to avoid “box ticking”. Our company law attorneys always have this at the back of their mind when they advise their clients on the way in which governance is to be structured and adjusted within an organisation.

Financing and security

Finance (external or otherwise) is required for mergers, acquisition, projects and other transactions. The funding market is always volatile both with regard to the nature of the finance and the financiers. Consider, for instance project funding, factoring, private equity, syndicated bank loans and also the increasingly more common crowdfunding. It is imperative that an appropriate form of finance be decided on for each transaction and that the arrangements made in this respect are properly recorded also in the light of the extensive regulations which play a role in relation to many financing issues.

Anyone who thinks of funding also automatically considers security: instruments which could pose a solution in any situation in which a debtor is no longer able to repay the funds. Pledges and mortgages are the most well-known forms of security. Yet suretyships, bank guarantees, subordination and escrow accounts are also instruments which are utilised for the purposes of numerous funding mechanisms.

Clairfort can provide advice about how to secure funding and provide or draw on security. If you have any questions regarding this subject, please contact our company lawyer Jos Hendrickx.

Mergers, acquisitions and restructuring

The economy is doing well and consequently, mergers and acquisitions are again the order of the day. In the prevailing economic climate many sellers are able to sell their business for a good price and there are many highly profitable companies available in the market for buyers pursuing growth. Clairfort’s merger and acquisition specialists have been active in relation to mergers and acquisitions for many years now. They have overseen numerous international and other transactions in various sectors from the perspective of both purchases and sales. As transaction lawyers our team members frequently serve as project managers who seek to finalise fine, sustainable transactions utilising their knowledge of the subject matter, a healthy dose of humour and the requisite flexibility.

Our merger and acquisition lawyers focus especially on the conclusion of transactions between sellers of SMEs (often family businesses) and private equity parties. As part of such a transaction different domains covering a variety of fields need to be brought together to facilitate a successful transaction. Thanks to our knowledge of both domains we have already overseen many such transactions.

The internal restructuring of corporations prompted by commercial, efficiency or tax reasons also constitutes part of our merger and acquisition lawyers’ field of operations. If you have any questions about mergers and acquisitions please contact our M&A lawyer Krijn Keukens.

Clairfort in-house company lawyer

If you require a company lawyer’s support for a specific project within your organisation (for example, the establishment of a legal department or any change to its governance), it is possible to engage one of our lawyers to work within your business temporarily through the “Clairfort in-house” programme.