specialist areas

September 16, 2020

Uncertainty about shareholder vote: is AGM resolution voidable?

2023-02-20T09:57:07+00:00February 14, 2023|enterprise and business, posts, specialist areas|

This article deals with the legal validity of decision-making in the private limited liability company. A private limited liability company has several organs. The division of powers is determined by law, articles of association, regulations and resolutions. Within the organs, agreements can be made on how decisions should be made. For example, in a shareholder agreement or voting agreement.

Stalemate between directors who are also shareholders: what to do?

2023-02-14T10:55:28+00:00February 14, 2023|enterprise and business, posts, specialist areas|

The parties want to part ways, but at the right price. Meanwhile, the business must be continued without loss of value. The parties want to part ways in a normal way by avoiding escalation, but are still forced to hire a lawyer. What to do in a deadlock between directors who are also shareholders? Corporate lawyer Justin de Vries tells you more.

Part-time layoffs and secondment as solution to energy crisis

2023-01-10T10:22:32+00:00January 10, 2023|employees, posts|

Bankruptcies are slowly increasing again as a result of the energy crisis, high inflation and the cessation (and repayment) of government support measures. Retail, agrifood and business services are particularly hard hit. Entrepreneurs in these sectors should anticipate even worse business times. In that context, when part of the turnover is lost, two alternatives to a (final) reorganization can be considered, namely part-time dismissal and secondment.

How final is the final discharge in termination agreements?

2025-02-04T16:02:24+00:00December 6, 2022|employees, posts|

If employer and employee wish to terminate an employment contract by mutual agreement, they sign a termination agreement. A termination agreement often includes a final discharge clause. A final discharge clause ensures that parties do not have to renegotiate rights and compensation after the execution of the termination agreement. But how final is the final discharge clause in a termination agreement?

Reduction of amount for which the director is liable

2022-07-04T09:57:58+00:00July 4, 2022|companies in financial distress, employees, posts|

A director is liable under article 2:248 paragraph 1 of the Dutch Civil Code (BW) to make good the deficit in the bankruptcy if the board has manifestly mismanaged its duties and it is plausible that this was a major cause of the bankruptcy. Based on paragraph 4 of this article of law, the court can mitigate the amount for which the director is liable under certain circumstances.

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