Corporate
Corporate law provides the framework for the internal organisation of private limited liability companies under Dutch law (“BVs”) and public limited companies under Dutch law (NVs”), dealing with the powers of directors, shareholders and supervisors. The introduction of the simplification and flexibilization of the BV (the so-called “Flex BV”) has created more legal options in order to better cater for today’s demands, such as shares without voting right or profit-sharing entitlements. Sarfaty Advocaten will be happy to give you expert advice on the best suitable corporate-law structure for your company.
(Re)Structuring your business activities
It may be wise to distribute the business activities over multiple BVs or NVs, for instance in order to better spread risks. If new shareholders join, this may also be a reason to reshape the organization chart. But it may also happen that, over the years, the legal structure has become too complex to be able to effectively control the business processes. Sarfaty Advocaten may help you create the best possible legal structure for your business activities.
Directors' liability
The increasing juridification and regulatory pressure of our society imply an ever-increasing liability risk for directors and supervisors, as well as an increased risk to be held liable. Sarfaty Advocaten will advise you regarding the risks and may provide you with legal advice and assistance on how to control and avoid such liability risks as much as possible. We also provide legal assistance to parties in the area of directors’ liability.
Trading contracts
Sarfaty Advocaten is your partner when it comes to legal advice concerning all kinds of commercial business contracts and the drafting thereof, such as financing agreements, participating-interest agreements, distribution agreements, agency agreements, et cetera.
Corporate Litigation
The umbrella term “corporate litigation” comprises lawsuits between - but also within - legal entities and sometimes also partnerships like a general partnership under Dutch law (“VOF”) or a partnership under Dutch law (“maatschap”). Sarfaty Advocaten represents its clients in court on a wide variety of disputes. This ranges from disagreements between shareholders and directors, liability of supervisors such as supervisory-board members, to disputes regarding compliance with acquisition agreements. Sarfaty Advocaten may act on behalf of the defendant as well as the claimant.
Joint Ventures
Sometimes an acquisition is not the preferred option; instead, companies choose to join forces in one or more business activities. Collaboration comes in all sorts of forms and shapes, ranging from a partnership agreement to a joint BV or a cooperation within a general partnership under Dutch law “(VOF”) or a partnership under Dutch law (“maatschap”), between BVs of the collaborating parties or otherwise. Sarfaty Advocaten will show you the way when choosing from the different options, so that you will achieve the best possible legal structure for your joint venture, and we will lay down the arrangements clearly.
M&A
M&A stands for Mergers & Acquisitions, meaning the sale or purchase of companies. A central factor in the M&A practice is often the Share Purchase Agreement (“SPA”) defining the terms of the sale, such as the sales price, but also the guarantees demanded by the purchaser of the vendor with regard to the transferred company. We assist various entrepreneurs in order to achieve the best possible transaction terms for their specific situation.
Corporate law
Corporate law regulates the internal organization of private and public limited companies, such as the powers of directors, shareholders and supervisors. Since the introduction of the so-called “Flex BV”, more options have been created in this area to meet the wishes of the practice, such as shares without voting rights or profit rights. Sarfaty Advocaten will be happy to advise you on the optimal corporate structure for your company.