Corporate Law

The corporate law team at De Clercq has extensive experience in the area of acquisitions, establishing new collaborations (or joint ventures), and restructuring. With respect to acquisitions, the team provides advice to both buying and selling parties, and engages the expertise of our notarial team in doing so. Clients include both private equity funds and enterprises that operate in trade or real estate, and that are making strategic acquisitions or sales.

In addition to acquisitions, the team is also highly experienced in restructuring of individual and group companies. It provides advice and guidance in both internal restructuring of assets and holdings, and debt reductions in particular. For this purpose, a number of team members have undertaken specialist training in WHOA (Court Approval of a Private Composition (Prevention of Insolvency) Act) restructuring, and are therefore highly competent in providing advice and assistance with WHOA processes.

Unfortunately, it is not unusual for disputes to arise between parties. However, our team can also provide assistance should this occur. Almost all of them have completed the Grotius training in ‘Business and Liability’, and are therefore competent to assist in every type of dispute. Whether liability issues or contract compliance are concerned, the team possesses all of the necessary experience and expertise, and regularly advises parties in proceedings before courts or the Netherlands Enterprise Court, or in arbitration proceedings.

Professionals such as lawyers, notaries, accountants and medical health providers are required to adhere to a large number of specific laws and regulations. In addition to the usual professional rules, these include the Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme, Wwft), the General Data Protection Regulation (GDPR) and the Sanctions Act.

Compliance is a significant topic that is the subject of increasing attention. Non-compliance with professional rules will lead to consequences such as administrative sanctions imposed by the regulator, or going before the disciplinary court.

Our specialists will help you to ensure that your company and practice are compliant by means of targeted advice, as your in-house compliance officer, by providing training, and if necessary, by supporting you in disciplinary cases or administrative proceedings.

Restructuring of a company with an asset value of 240 million euros
In this case, we provided advice and guidance to a group of shareholders in the restructuring of a company with an asset value of 240 million euros. The restructuring would entail the loss of all asset value. However, by developing and enforcing the use of alternatives, much of the value was retained.

Directors’ liability in a healthcare organisation
This case involved successfully holding several statutory directors of a healthcare organisation liable under directors’ liability, along with recovering all of the damages caused.

Advising and assisting the board of a large investment company
In this case, we provided advice and guidance to the board of a large investment company with an asset value of 300 million euros, that was undergoing a restructuring process. Part of this concerned reaching an agreement with various creditors and the commencement of a WHOA process.

Guiding acquisitions in the packaging industry
Successfully guiding strategic share and asset transactions (thirteen so far) for a large packaging company. The work includes tasks such as drafting and reviewing transaction documents and negotiating terms, enabling the enterprise to continue to grow by means of its ‘buy and build’ strategy.

Assisting founders in the sale of an air freight forwarding company
This case involved guiding the sale of an air freight forwarding company with branches in the Netherlands, China and Germany to an internationally operating enterprise. Tasks included advising the founders on the transaction of their shares, drafting and reviewing transaction documents, and negotiating the transaction terms. See also the press release concerning this case: Tandem Global acquires Smart Logistics (in Dutch).

Directors’ liability
This case involved successfully supporting statutory directors in the district court and the court of appeal against a directors’ liability claim brought by a trustee appointed in the bankruptcy of a real estate company.

Advising and assisting an investment company in acquiring and constructing solar parks
This concerned advising and guiding/establishing an investment company specialised in acquiring and constructing solar parks, both nationally and abroad. The tasks included setting up and organising the structure, and drafting and negotiating the contracts.

Recovery of invested capital
Advising and litigating on behalf of participants in a limited partnership, with the aim of recovering invested capital.

Guidance in the acquisition of a large industrial enterprise
This case involved successfully guiding the acquisition of a large industrial enterprise, including property. Simultaneously, a reorganisation had to take place and agreements had to be reached with various creditors to ensure the future of the company.