Corporate law

Disputes between shareholders can quickly lead to an impasse within a company. They can mean that decisions can no longer be taken (a stalemate or deadlock), leaving the company without a clear direction. A minority shareholder may also be side-lined. Citius Advocaten can provide advice on the legal position in the event of a dispute between shareholders. This can include support for mediation or procedures, such as an investigation procedure or a settlement procedure at the enterprise chamber of the district court.

The legal position of shareholders is governed by the Dutch Civil Code (BW). There will also be rules in the company's articles of association, often supplemented by the terms of a shareholders' agreement. These documents include terms relating to decision-making by the board, consultation rights, financial claims (dividends), the right to information, the obligation to offer shares, tag along, drag along, non-competition, bad leaver and good leaver or confidentiality. Citius Advocaten has extensive experience in the field of shareholder agreements.

The term liability is often used when one party feels that another party is obliged to pay compensation, for example because of an unlawful action or breach of contract. That party will then be held liable for the payment of compensation. Citius Advocaten can assess whether such liability is justified and put forward a defence on your behalf. We can also draw up a statement of liability for you and, if necessary, proceed to sue for that compensation in court.

General terms and conditions are often referenced in contracts with other professional parties. General purchase conditions or sales conditions are used to incorporate a predefined set of standard provisions into a contract, and may relate to terms of payment, delivery, guarantees or liability (in the case of both B2B and B2C). However, in order for these general terms and conditions to be applicable, the correct ‘hand-over’ is required. A good set of general terms and conditions, including clear instructions for use, is very important for every professional entity. Do you need help to draft, check and apply your general terms and conditions, or to challenge the terms and conditions of the counterparty to a contract (‘battle of forms’)? Citius Advocaten will be happy to provide you with this support.

Recovering debts can be difficult. Often, debtors are unwilling to repay what they owe. When this situation arises, you may consider seizing assets from the debtor, and thereby foreclosing on your debt. This can be done using an account preservation order (in cases of suspected embezzlement) with the permission of a court, or a seizure warrant. Objects subject to seizure may include real estate, a car, a bank account or the debtor's salary, but also software, for example. These can be used to safeguard your claim on the amount owed. It is also possible to obtain an order to reclaim your property (revindicatory seizure). Citius Advocaten can support you with the associated legal procedure, together with a bailiff.

The basic principle is that the director of a company is not personally liable for any debts or other liabilities pertaining to the relevant legal entity. There are, however, certain situations in which a director can be held personally liable for the debts of a (bankrupt) legal entity. This applies in the case of culpable actions or mismanagement, which can include inadequate business administration, profiting unlawfully or placing the company in debt when the relevant board member knows that those debts cannot be repaid. Citius Advocaten can provide advice regarding directors’ liability.

There are a number of similarities between cooperatives and associations. But there are differences, too. For example, a cooperative is an association that may be run for profit, and may also distribute profits to its members. Another difference is that a cooperative can enter into agreements with its members. For example, a cooperative can purchase services on behalf of its members, or provide maintenance to its members. Members pay for such services on pro rata basis. In an association, on the other hand, members pay a contribution fee, which is usually the same for everyone and is used to cover joint costs. Citius Advocaten can provide you with further advice on these differences and which legal structure would be the most suitable in your case. We can also provide advice on the various powers of cooperatives, associations and their members.

Citius Advocaten has extensive experience in the field of consumer legislation. The aim of consumer law is to protect consumers. Examples of legislation which we can provide advice on are: the Unfair Commercial Practices Act, the Distance Selling Act and the General Terms and Conditions Act; the Van Dam Act, the Consumer Credit Act (Financial Supervision Act), the Extrajudicial Recovery Costs (Standardisation) Act and the Consumer Credit Agreements; the Goods Credit and Loan Act, and the General Data Protection Regulation (GDPR).

A cartel involves coordination between market actors that restricts competition. This is prohibited, in order to prevent consumers from being disadvantaged. The abuse of a dominant market position is also prohibited. In order to determine whether a particular market actor has a dominant position in a given market and whether that position is being abused, it is necessary to conduct an investigation of that market. The Netherlands Authority for Consumers & Markets (ACM) can impose fines and other sanctions in the event of violations of the Competition Act. Any company or consumer that has been disadvantaged may also be eligible for compensation. Citius Advocaten can support and advise you in the field of competition and anti-competitive practices.

Citius Advocaten has extensive experience in the field of contract law. This includes drafting, terminating or amending contracts as well as negotiating or litigating contracts, both nationally and internationally, and in both Dutch and English. Examples of contracts that we have experience of include shareholder agreements, joint venture or partnership agreements, general terms and conditions, purchase agreements, distribution agreements, agency agreements, franchise agreements, loan and financing agreements, and agreements of intent and nondisclosure (NDAs).

Corporate governance is an umbrella term that includes a range of rules and procedures within companies, and associated issues. It encompasses the tasks and responsibilities of directors and how those tasks and responsibilities are allocated among the main players in a company, including the shareholders, directors and supervisory board. Other stakeholders and interested parties associated with the company, such as employees and financiers, are also part of this group. Corporate governance rules are intended to help ensure that the right balance is struck between the diverse range of interests within a company. Citius Advocaten can provide advice regarding corporate governance.

A due diligence procedure usually takes place prior to a company changing hands. For the buyer, the primary purpose of due diligence is to learn more about the company that is to be acquired. The buyer will try to determine whether the company is worth the purchase price and what risks are associated with the proposed acquisition. Indeed, the buyer has an obligation to investigate the company being acquired, just as the seller is obliged to disclose certain information. How comprehensive the due diligence needs to be will often depend on the type of business that is being acquired and the scale of the associated financial transaction. Due diligence will generally include the legal, financial, tax and commercial aspects of the target company. Citius Advocaten can support both buyers and sellers in relation to due diligence.

An inquiry procedure is a procedure that is conducted before the Enterprise Chamber of the Amsterdam Court of Appeal if doubts arise about correct policy or correct procedure within a company. The Enterprise Chamber can rule that such an inquiry must take place. The Enterprise Chamber may carry out the inquiry at the request of the shareholders, a trade union involved with the company or at the request of the company itself. The Enterprise Chamber will grant requests for an inquiry if there are reasonable grounds for doubt regarding the correct policy. In addition to ordering an inquiry, the Enterprise Chamber may take interim measures, such as suspending a director and temporarily appointing another director. Citius Advocaten can advise and litigate regarding the right to inquiry.

When a creditor’s claim remains unsettled, he or she may, under certain circumstances, request that the debtor is declared bankrupt. If a company believes that it can no longer pay its own debts, that company can also file for its own bankruptcy. Both legal entities (such as companies) and natural persons (people) can be declared bankrupt. Citius Advocaten has extensive experience in the field of bankruptcy law.

A company that is having difficulty paying its creditors can apply for a suspension of payments. During the suspension, the administrator will examine whether the company’s liquidity problems can be resolved, and the company cannot be forced to repay certain debts to its creditors during this period. The period of suspension ends when all creditors have been paid or an agreement with them has been reached (legally or privately), or with a declaration of bankruptcy. If you have any questions about this procedure, Citius Advocaten will be happy to advise you.

Businesspeople who wish to secure financing or refinancing, or to terminate financing, will face all kinds of (legal) requirements and be asked to provide a great deal of credit documentation. Often, this also involves nominating and pledging collateral, such as pledge and mortgage rights, and this may also include personal collateral, such as guarantees and joint and several liability. Citius Advocaten has extensive experience of drafting and reviewing such documentation.

When a company changes hands, it usually undergoes a stock transaction or an assets-and-liabilities transaction. A merger is another option, but these are less common. When a merger or acquisition is proposed, a thorough investigation is usually carried out into the financial, fiscal, legal and commercial situation of the companies involved (a process known as ‘due diligence’). Advice on the terms of the contact is also essential. Citius Advocaten can advise on merger and acquisition processes.

Legal agreements are made whenever commercial transactions take place. These may relate to price, quantities or delivery times. Often, commercial transactions are governed by lengthier agreements, such as agency or distribution agreements. Citius Advocaten has extensive experience of many aspects of commercial law, such as litigation over the termination of long-term commercial relationships, claims on outstanding invoices or drafting and negotiating the terms of commercial transactions.

Hire purchase and leasing are special forms of finance. Hire purchase is defined by the transfer of ownership once the condition precedent of payment of the entire purchase price has been fulfilled. In the case of a lease purchase arrangement, ownership is transferred to the buyer immediately, rather than only when the full purchase price has been repaid. But do operational and/or financial leases also fall under these forms of finance? And what exactly are the advantages and/or disadvantages of each construction? These are complex questions, which often depend on the specific circumstances and goals. Citius Advocaten can advise you on all these matters.

Are your invoices not being paid? We can help you to recover the money that you are owed. But in contrast to a debt collection agency, as lawyers we are able to refute the arguments of a debtor using our knowledge of the law. A lawyer can also issue a seizure order, initiate a summons procedure in the courts, or file for the debtor to be declared bankrupt. If you wish to take action against a non-paying debtor, please contact Citius Advocaten.

A licensor can grant a certain right to a licensee by means of a licensing agreement. Usually this relates to the right of use with respect to intellectual property such as copyrights, patents or a brand name, for example. The conditions relating to that right of use are set out in the licensing agreement. Citius Advocaten will be more than happy to advise you on licensing agreements, and of course we can also draft these for you.

Citius Advocaten can advise companies on how to handle the provisions of the General Data Protection Regulation (GDPR). This advice can relate to whether a certain intended use of data is permissible under the GDPR, and how you can ensure compliance with the GDPR across the whole organisation.

Both natural persons and legal entities can participate in everyday (legal) transactions – as a buyer or seller, creditor or debtor, director or shareholder, for example. The most common legal entities in the Netherlands are the ‘B.V.’, the ‘N.V.’, the association and the foundation. A legal entity has its own independent rights and obligations. In principle, the personal liability of someone acting on behalf of a legal entity is separate from the liability of the legal entity that they work for. Citius Advocaten can advise you on a diverse range of issues concerning legal entities. For example, we can explain the advantages and disadvantages of various forms of legal entity, and advise which one would suit your needs the best.

When goods are sold and supplied but the price agreed is not paid, the right to reclamation can provide a solution. Legally, the supplier of the goods can terminate the purchase agreement and reclaim ownership of the goods concerned. This is particularly important in situations involving insolvency or bankruptcy, where there is little chance that the supplier's claim will ever be settled. The right to reclamation is subject to strict conditions. Citius Advocaten can advise you on your specific situation.

When companies work closely together over an extended period of time, they may establish a joint venture. The two companies then formalise their partnership by setting up a new company together. Usually, the two original companies continue to exist. Citius Advocaten can provide you with advice and support regarding joint ventures and other forms of partnerships.

Sometimes, one company may suffer damage due to the actions of another. In such cases, a dispute may arise as to whether the other party is legally liable for the damage and, if so, how much compensation should be paid. There are several important factors, including whether there is a causal relationship between deliberate actions and the ensuing damages. Citius Advocaten can provide advice and initiate litigation regarding compensation issues.

A foundation is a legal entity with legal personality, often with a specific societal, social or idealistic objective. The majority of foundations are run as not-for-profit organisations. A foundation always has a board of management, and sometimes also a supervisory board or a board of commissioners that is responsible for supervising the actions of the board of management. Citius Advocaten has extensive experience in advising foundations, and can support you with regard to all kinds of issues around this type of legal entity.

The Financial Supervision Act regulates supervision in the Dutch financial sector. Some important issues in this area include, for example, licensing requirements for certain financial activities and which requirements need to be fulfilled in order to obtain that license. De Nederlandsche Bank (DNB) is responsible for prudential supervision, while the Netherlands Authority for the Financial Markets (AFM) is responsible for supervising market conduct. The scale of the Act makes it complex, and it has also been further expanded in various areas through additional regulations.

The Act for the Prevention of Money Laundering and the Financing of Terrorism aims to prevent these two activities. Specifically, the Act imposes obligations on professionals who work in real estate, and financial institutions and freelance professionals (such as lawyers) can also be affected by its provisions. Citius Advocaten can support you in matters relating to this complex legislation.