Mergers and acquisitions
Buying, selling or merging a company with another business is often an important step. You may want to grow, strengthen your market position, arrange succession or sell your business after years of building it. Whatever the reason behind the transaction, a merger or acquisition almost always involves legal, financial and organisational questions.
Because the impact can be significant, proper preparation is essential. In addition to commercial opportunities, risks also play a role. These may include hidden obligations, unclear agreements, liabilities or discussions that only come to light after completion. By identifying these points in advance, you avoid surprises afterwards.
A merger or acquisition process consists of several phases. From the first negotiations and letters of intent to due diligence, financing and final transfer, important choices must be made. It is important that not only the commercial interests are protected, but also that the legal structure of the transaction is carefully designed.
Legal questions may also arise after completion. For example, when agreements turn out to be interpreted differently, warranties are invoked or a dispute arises about the payment of an earn-out. Disappointing results, hidden liabilities or warranty issues may also only come to light after the purchase or sale. In such situations, it is important to quickly obtain clarity about your position and options.
A successful merger or acquisition therefore goes beyond closing a deal. It is about making clear agreements, limiting risks and creating a solid basis for the future of your business.
LVH Advocaten supports entrepreneurs with mergers and acquisitions, both on the buy side and the sell side. We combine legal expertise with an understanding of the commercial interests that matter to you, so that you can make well-considered decisions throughout the entire process.
Are you considering buying, selling or collaborating with another business? Feel free to involve us early in the process, so that the legal choices align directly with your commercial objectives.
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How does a purchase/contracting agreement work in real estate?
What is a purchase/contractor agreement? When parties agree that one of them will provide a piece of land and construct or finish a building on it for a fee, there is a contract for the purchase of the land on the one hand and a contract for work on the other hand with regard to the building. The part relating to the purchase of the land is governed by the legal rules of sale. On the part that relates to contracting work (building and delivery), the rules of contracting work apply. Therefore, it does not make much difference in practice whether one speaks of two linked contracts (purchase and contracting) or of one compound contract to which the rules for purchase and the rules for contracting apply in part.
What are the rights, obligations and liabilities of contractors and principals in contracting work?
A construction assignment to a contractor is considered a contract for work. This is an agreement whereby the contractor, on the instructions of the client - outside of employment - realizes and delivers a work of material nature. The legal relationship between the client and the contractor is - unless otherwise agreed - governed by the statutory rules for contracting work.
What are the rights, obligations and liabilities of clients and consultants in the commission agreement in a construction process?
At the start of a construction project, a client will often engage an architect, engineer or consultant to help him with the design (hereafter: 'consultant'). The legal relationship between the client and his consultant is - if nothing else has been agreed - governed by the legal rules for the commission contract. These legal rules can be found in the first section of title 7.7 of the Dutch Civil Code (art. 7:400 ff. of the Civil Code). The summary statutory regulation has a general and open character and is largely of a regulatory nature. It is therefore common for parties to make further agreements.


