COMPANIES –
INTERNAL CONFLICTS – M&A
Start-up or SME? We are here to help you with all legal and strategic advice relating to companies - from foundation to takeover.
Foundation and activities of the company
Firstly, we can guide you when starting new activities and founding a new company, association or foundation. The nature of the activities, and your personal, fiscal and parafiscal interests, will be taken into account to identify the best type of company for you.
You will be assisted and advised when compiling the usual company documents (founding act, amendment articles of association, minutes general meeting, etc.) and dealing with all related issues.
Cooperation within the company
If you establish a company together with a new trade partner or acquaintance, you will not be expecting to encounter a dispute(s) with your co-shareholder(s). Cooperation within a company is just like being married: there will always be good and bad times. It is thus wise to bear this in mind both before and after founding your company.
A lot of problems can be resolved via appropriate articles of association and effective agreements with shareholders. There is no need to deploy a notary if you want to compile and/or modify a shareholder agreement. This offers a major advantage compared to the articles of association. Shareholder agreements also need not be published in the appendices of the Belgian Official Journal, which means third parties have no knowledge of them. Our team can help you to find tailor-made solutions that allow you to avoid conflicts and ambiguities at shareholder level.
Companies are also a place where the interests of various stakeholders can clash with each other. The various entities within a company all pursue their own interests. Decisions made by company directors can sometimes go against the interests of individual shareholders.
As a counsellor that is subject to strictly-regulated professional confidentiality, we can help you with all disputes that you may encounter within your company. We will always consider the continuity of your company when diffusing potential conflicts as quickly as possible.
Directors’ liability
The liability of directors is being called into question increasingly often, both from a civil and criminal perspective.
Directors of companies have great policy-related freedom when fulfilling their roles. However, such freedom is not unlimited. In certain cases, directors can be held personally liable. In a bankruptcy scenario, directors could even be held liable for all of the company’s outstanding liabilities.
Director liability covers a very wide domain, often involves major interests for all stakeholders, and is constantly developing. Directors that want to know where their policy-related freedom ends, and where their personal risk starts, can contact us for dependable, specialised and professional support during all director disputes.
If you suspect your (co-)director of being responsible for serious irregularities, we can also conduct an in-depth audit at the company in question. In his role as solicitor, Mr. Paul Van Rompaey has audited hundreds of companies for the commercial court in Antwerp, which means our firm is best placed to offer you advice and guide the process from the very outset.
Mergers & Acquisitions (M&A)
The term Mergers And Acquisitions (M&A) relates to a variety of transactions concerning the transfer of companies or their entities.
To make sure that company transfers can be completed successfully, the accompanying legal groundwork must have extremely solid foundations. Company acquisitions will always require a tailor-made approach because the means of acquisition must always be taken into account: is it a transfer of assets, namely the business or part of it (a so-called asset deal), or a transfer of shares (a so-called share deal)?
A transfer of shares results in the whole company, including its assets and liabilities, being transferred. Besides the liabilities, the company’s (para)fiscal liabilities will remain in place, which demonstrates the importance of conducting a thorough legal and financial investigation (due diligence investigation) and compiling accurate declarations and safeguards in the sales agreement.
We can offer legal advice in every phase of the acquisition process; from drafting a strategy, compiling the letter of intent, organising a secure data room and performing the legal due diligence investigation, to reviewing the sales agreement for shares or the business.
In particular, we are highly specialised in acquiring assets or business units from companies that have become bankrupt or are being legally reorganised as part of a transfer under legal supervision (GROG).
When it comes to the afore-mentioned issues, we can rely on our extensive network of specialised experts (incl. notary firms, auditors, accountants and tax advisers) to guarantee high-quality and personal service that meets your personal needs.
