These type of agreements relate to the business as a whole and not only the product/services offered by the enterprise. Please find below some examples
A large chunk of the corporate legal documents are covered by mergers & acquisition of a company or certain assets of that company. This whole process goes through many stages, from pre-contractual to post-contractual. The whole process is generally started with an Letter of Intent, Memorandum of Understanding or Term sheet. Then there is generally an intensive investigation of the company from a legal point of view and financial point of view, called the Due Diligence phase. All data is collected from the target company and assembled into a data room. The experts then have a limited amount of time to analyse the data. A report is drawn up setting out i.a. all the risks. Then the negotiations start regarding the Sale Purchase agreement or joint-venture agreements where the risks and discoveries found in the Due Diligence are translated into the guarantees and disclosures. After that closing takes place where all the final steps are taken in order to effect the sale.
This is also a one off agreement and generally can relate to the terms and conditions of sale/purchase of products/services and it can also relate to a situation where parties are wishing to concentrate certain activities of the company, for example by way of a fixed term contract or a joint-venture agreement.
The Heads of Agreement/Memorandum of Understanding is a binding agreement unlike a Letter of Intent, which is generally speaking not a binding agreement. Both type of agreements are there to write down and quantify the agreements that the parties have reached to a certain date and what both parties need to do going forward in order to reach a common goal. The common goal can be type of commercial agreement.
Then there are a range of other types of legal agreements that cover exclusivity or confidentiality for example. An Exclusivity Agreement could be appropriate if both parties wish to exclusively negotiate with each other or where both parties are disclosing confidential information, in which case a Confidentiality agreement is the right type of legal agreement.
Under Dutch law there is an extensive information and investigation duty on parties and a due diligence is a way to facilitate this process and contribute to the information and investigation duty on the client.
In the event that your company wishes to purchase certain assets or shares in another company, the target company will need to investigated from a legal point of view in addition to a financial point of view. This entails a full legal investigations into inter alia the following:
Also in the event that your company wishes to sell certain assets or shares of its own, it is quite common for the seller, in this case, also called the Vendor, to have a due diligence on its own company, to facilitate the selling process. This enables the Vendor to accurately draft the relating agreements based on the outcome of the due diligence report and which gives him more control over the process. Also it is a good way to screen the company and deal with potential hick ups before the sale process has started.
The report sets out all the (potential) liabilities and exposures of the company, and this report can be used in the sale and purchase agreement with respect to the disclosures made and also the guarantees provided for example.
Is the agreement to realize a certain long-term co-operation between parties whereby each party contributes something like assets or cash to the co-operation? A Joint Venture agreement may be the appropriate agreement to enter into. Both parties to the joint venture agreement share a risk generally being a financial risk. Should the joint venture not be profitable then the parties can decide to liquidate the joint-venture company. A joint venture agreement may give the parties more market share or may give close the sales chain. The joint venture agreement should stipulate the purpose of the joint venture company. The resources of the joint venture agreement should be defined as well as who is responsible for the day to day management.
This is where a company wants to dispose of certain of its assets or shares under certain conditions. This process generally takes place within a short time frame within which the work need needs to be done from the moment a potential interested party is found until signature of the contracts whereby the sale and purchase is effected.
Generally speaking this process can include the following documentation, which are, in part, covered elsewhere on the website:
This whole process is very intensive for all parties concerned because there is a lot of pressure on all parties to come to a conclusion within a certain period of time. So all parties get to know each other really well.
procesvoering, aanbestedingen, onderneming en overheid
faillissementen en herstructurering
huur (contract en ontruiming), onderneming en aandeelhouders
onderneming en overheid, onderneming en aandeelhouders, nationaal en Internationaal Belastingrecht
arbeidsrecht en medezeggenschap
onderneming en overheid
luchtvaart, commerciële contracten, onderneming en aandeelhouders
procesvoering, huur (contract en ontruiming), incasso, onderneming en aandeelhouders
overnames en arbeidsrecht
onderneming en aandeelhouders, faillissementen en herstructurering