30 July 2019
A new collaboration is in the offing. Parties have the best intentions, the mutual relationships are good and expectations are high.
Parties view the intended cooperation through rose-tinted glasses.
Nevertheless, when entering into a cooperation, please consider a strategy for separation (exit scenario) and to agree upon this in a (cooperation) agreement. In practice, problems usually arise if the cooperation does not bring the expected result, there is a change of management, personal irritation appears and/or a difference of opinion about the business occurs.
The legal form of a private limited liability company (BV) is often chosen for such a cooperation, although the legal form of a partnership may be more appropriate (whether or not with private limited liability companies as partners). Upfront consideration of the underlying corporate structure of the collaboration is therefore desirable.
If parties deem a private limited liability company fit, please include an exit scenario in a shareholders’ agreement (SHA) and/or in the articles of association (AoA). It is advisable to think carefully about this while the mutual relationships are still good in order to ensure that you will not be confronted with unpleasant and time-consuming discussions later. It will not be easy to come to a solution if nothing has been arranged on this point in advance.
Addressing potential (exit) problems upfront is therefore strongly preferred, especially since there are enough options for advance arrangements. Here are some examples:
Over the years, I have gained extensive experience in guiding and advising on entering into and drafting agreements and various kinds of (international) contracts, in which an exit strategy is also established. I also have a lot of experience with advising and litigating in cases where nothing has been arranged beforehand. From that experience, I know how important it is to put time and energy into concretely establishing agreements for (partial) termination of the cooperation.
Practice shows that it is not a superfluous luxury to be legally assisted in this in order to prevent your involvement in costly and time-consuming discussions or legal proceedings afterwards.
If you would like further information about one of the below topics, please contact me.
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