Business law

Drafting and reviewing contracts and general terms and conditions

It is advisable to thoroughly document any agreements made. This applies not only to agreements with suppliers but also with customers or entities with whom you plan to collaborate. Doing so helps prevent potential future issues. Our specialists at ScheerSanders Advocaten are ready to assist you in negotiating and drafting agreements and general terms and conditions. We also review contracts and terms and conditions that you are presented with.

Disputes on the interpretation and implementation of contracts

Contracts should be formulated as precisely and clearly as possible to prevent differences in interpretation. However, sometimes disputes arise about the scope, interpretation, or provability of agreements made. The specialists at ScheerSanders Advocaten assess the feasibility of legal positions and provide assistance, aiming for practical solutions whenever possible.

Collection of receivables from debtors

Are you dealing with clients who do not pay on time? Our specialists will work with you to explore the possibilities for recovery. If necessary, we know how to pursue recovery. This may involve attachment and execution of assets. If we are unsuccessful, we will assist you with a winding-up petition or liability claim.

Issues relating to liquidation

Whether it affects your own business or someone else with whom you have specific agreements, a liquidation often changes your legal position. You will have to deal with an insolvency practitioner. The specialists at ScheerSanders Advocaten understand what the insolvency practitioner is talking about and know what is and is not possible anymore. They assist you in various matters, including issues related to priority conflicts, exercise of security rights, right of reclamation, retention of title, or directors’ and officers’ liability in liquidation.

Restructuring and reorganising businesses

There can be numerous reasons to restructure one or several businesses. This can be related to entering into a partnership, separating from it, changes in financing structures, a divorce, or a desired reorganisation due to financial distress your business may be facing. ScheerSanders Advocaten’s turnaround specialists have extensive experience in assisting various types of restructuring and reorganisations. They give advice on relaunching efforts and both judicial and extrajudicial agreements. We also have a multidisciplinary network of specialists (such as tax consultants, accountants, and civil-law notaries) to provide you with full-service assistance.

Directors’ and officers’ liability

Directors and supervisory officers are increasingly facing liability claims. Whether it involves civil, criminal, or tax liability, the specialists at ScheerSanders Advocaten are familiar with the do’s & don’ts and can provide you with specialist assistance. They know how to help you in the right direction, even if your counterparty hides behind legal structures.

Shareholder disputes or disputes between partners or associates

Similar to a marriage, affection between shareholders, partners, or associates in a partnership may fade over time. Do you want to part ways? The specialists at ScheerSanders Advocaten ensure that you are not left short-changed. This includes situations involving inadequate provision of information or decision-making, unwanted buyouts, transfers, dilution, or even cases of mismanagement by the board that shareholders want to address. Our specialists have decades of experience in such scenarios, allowing them to contribute ideas in a tactical and practical manner.

Financing and security issues

The specialists at ScheerSanders Advocaten have extensive knowledge and experience in drafting and reviewing credit documentation and security. The business law team puts you on the right track in various types of cases. ScheerSanders’ lawyers are adept at drafting simple loan agreements and can also provide advice on structuring more complex joint financing arrangements with mutual security arrangements. ScheerSanders Advocaten can also assist with disputes related to priority ranking, execution, interest rate swaps or leasing products, and crowdfunding.

Acquisitions, mergers, joint ventures, management and investor buy-ins and buy-outs

The ScheerSanders Advocaten specialists have handled dozens of acquisitions. Whether you are interested in a share transaction or an asset transaction, a merger, a share swap, or a joint venture, ScheerSanders’ lawyers outline all the pros and cons and give advice that is tailored to your needs. We also assist in drafting all necessary agreements and related documentation, and we help set up and if needed conduct due diligence investigations. If an acquisition did not meet your expectations, incorrect forecasts were presented, or warranties have been violated, ScheerSanders can also provide advice in such situations.

Inquiry proceedings

The specialists at ScheerSanders Advocaten have had the opportunity to argue before the Netherlands Enterprise Court at the Amsterdam Court of Appeal on multiple occasions. This special court of justice has special powers to intervene in corporate relationships within companies and to expose mismanagement. Furthermore, it can serve as an effective coercive measure for minority shareholders to contest improper majority decisions. Please do not hesitate to consult the specialists at ScheerSanders Advocaten if you, as a minority shareholder, feel disadvantaged.

Unfair competition

Some entrepreneurs will stop at nothing to outsmart their competition or tarnish their reputation. However, there are certainly limits. The specialists at ScheerSanders Advocaten assist you in monitoring and safeguarding these boundaries. Conversely, we also provide support if you are accused of unfair competition. Moreover, we have extensive experience in disputes concerning non-compete clauses and issues related to the Dutch Placement of Personnel by Intermediaries Act (WAADI). We can also assist in drafting agreements to proactively prevent issues.

GDPR (General Data Protection Regulation) and Wwft (Dutch Money Laundering and Terrorist Financing Prevention Act) compliance

The specialists at ScheerSanders Advocaten have been instrumental in the development of various GDPR and/or Wwft policy documents. They can assist in drafting and/or reviewing data processing agreements, addressing privacy disputes, or simply determining the Ultimate Beneficial Owner (UBO) within a complex corporate structure. Does your organisation comply with all the requirements? Our business lawyers can provide you with the information you need.