14 May 2025
Directors’ Liability in a Start-up
There are more and more start-ups emerging, some of which unfortunately fail and go bankrupt. But how does directors’ liability apply to start-ups?
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A successful merger or takeover requires careful preparation. If you want to expand your business, GMW lawyers will be pleased to offer you insights into the legal, fiscal and financial aspects of a takeover.
As an entrepreneur you can expand your business in different ways. Independent growth is the most obvious way to expand, but you can also achieve growth with a merger or by wholly or partly taking over another business.
For a successful merger or takeover, careful preparation is essential. It is only when you have examined all these aspects that you can take the next step. Whether you opt for a transaction involving assets/liabilities, a complete takeover, a phased takeover, a merger or a participation, every option has its pros and cons.
The way in which the merger/takeover is financed is also relevant. The financing may concern a management buy-out (MBO), an asset-based loan (ABL), or an investment company (private equity) may be participating. Every type of financing has its own specific legal consequences. In these cases, GMW lawyers can advise both the buyers and the sellers.
The decision whether to go ahead with a merger or takeover is a complex matter and it’s a good idea to seek advice. We have extensive experience of every aspect of this process, from the agreement of intent (LOI/MOU) to negotiations and contracts, to concluding the deal and the aftercare. In the case of a takeover and the related due diligence, we are regularly involved with experts in other disciplines. For this reason we work closely together with different departments in our office such as real estate and employment law. We can also consult the accountants, fiscal experts and notaries involved.
GMW lawyers will be happy to help you with all your company and business litigation issues. If you have any questions, please contact us directly using the enquiry form below or +31 (0)70 3615048. Our company law lawyers will be glad to support and advise you.
GMW lawyers will be happy to help you with all your company law issues and business disputes. Do you have a question? Feel free to contact us.
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14 May 2025
Directors’ Liability in a Start-up
There are more and more start-ups emerging, some of which unfortunately fail and go bankrupt. But how does directors’ liability apply to start-ups?
Read more
9 April 2025
Understanding a contract
Every entrepreneur benefits from clear and enforceable agreements. But how should you assess a contract in general? Is there a step-by-step approach you can follow? In this blog, we share some tips to help you quickly understand and draft contracts.
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7 April 2025
Security rights in bankruptcy: the right of reclamation
It is common for a supplier to deliver goods to a customer without requiring immediate payment. In doing so, the supplier runs the risk that the customer will not pay or may even be declared bankrupt.
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27 November 2024
Disputing an invoice due to attributable breach
When a debtor believes an invoice is unjustified, they may dispute it. In this article, I will delve into disputing invoices.
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21 October 2024
A boost for businesses!
Recently, the House of Representatives in The Netherlands (de Tweede Kamer) adopted the Bill on Lifting Pledge Bans. With a minor amendment to Article 3:83 of the Dutch Civil Code, this law regulates that it is no longer possible to exclude the pledging of accounts receivable for financing purposes.
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22 August 2024
Foreign parties and litigation costs
In the Netherlands, we have the litigation costs order. If a lawsuit is lost, that party can be ordered to pay the legal costs.
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10 July 2024
Directors’ liability: ‘de facto director’
Dutch companies such as B.V.'s have their own legal personality and independently carry their rights and obligations. Directors can only be held personally liable for the debts of a B.V. under special circumstances.
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9 April 2024
Trust office foundations in the Netherlands
The phenomenon of converting shares into depository receipts for shares will raise many questions for the average entrepreneur. In this blog you will read the basic principles and some advantages and disadvantages of trust office foundations (Stichting Administratiekantoor or STAK) under Dutch law.
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5 March 2024
Buyout of minority shareholders
The advantages, requirements and bottlenecks of the forced buyout of the last 5%, the minority shareholders.
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