One year WHOA15 March 2022
On the first of January 2021 the Financial Restructuring Act, known in Dutch as the Wet Homologatie Onderhands Akkoord (hereafter: WHOA), entered i...Read more
The corporate law team at De Clercq has extensive experience in mergers, establishing new collaborations (joint ventures), and restructuring. Regarding mergers, the team advises both acquiring and selling parties, collaborating with our notary department. Clients include private equity funds and companies active in trade or real estate, engaging in (strategic) acquisitions or sales.
In addition to mergers, the team also has extensive experience in restructuring (groups of) companies. The advice and guidance include internal restructuring of assets and participations, and particularly, debt reduction. Some team members have completed the specialization course in WHOA (Dutch Scheme) restructuring experts, being well-versed in advising and guiding WHOA processes.
Unfortunately, disputes between parties frequently arise. In such cases, the team can assist. Nearly all members have completed the postgraduate Grotius program ‘Enterprise and Liability’ and are well-versed in any dispute, whether liability issues or contract enforcement. The team has the necessary experience and regularly advises parties in proceedings before courts, the Enterprise Chamber, or arbitrations.
For liberal professionals such as lawyers, notaries, accountants, and medical care providers, there is a substantial amount of specific laws and regulations that they must adhere to. In addition to the usual professional rules, this includes, among others, the Anti-Money Laundering and Counter-Terrorist Financing Act (WWFT), the General Data Protection Regulation (AVG), and the Sanctions Act.
Compliance is an important theme that is becoming increasingly relevant. Non-compliance with professional rules can lead to administrative sanctions by the regulator or recourse to the disciplinary court.
Our specialists assist in making your office and practice compliant. This is achieved through targeted advice, serving as an in-house compliance officer, providing training, and, if necessary, offering assistance in disciplinary or administrative proceedings.
Restructuring of company with asset value of EUR 240 million
Advising and guiding a group of shareholders in restructuring a company with a asset value of EUR 240 million. The restructuring would result in the loss of all asset value. By developing and enforcing alternatives, a significant portion of the value was preserved.
Directors’ liability in healthcare organization
Successfully holding various statutory directors of a healthcare organization liable based on directors’ liability, recovering all incurred damages.
Advising and guiding the board of large investment firm
Advising and guiding the board of a large investment firm with an asset value of EUR 300 million in a restructuring. This involved reaching an agreement with various creditors and initiating a WHOA process.
Facilitating acquisitions within the packaging industry
Successfully guiding (thirteen transactions to date) strategic share and asset transactions for a large enterprise in the packaging industry. The tasks include drafting and reviewing transaction documentation and negotiating terms, enabling the company to further expand with its buy-and-build strategy.
Assisting founders in the sale of an air freight forwarder
Guiding the sale of an air freight forwarder with branches in the Netherlands, China, and Germany to an internationally operating company. The activities involve advising the founders on the transaction of their shares, drafting and reviewing transaction documentation, and negotiating transaction terms. See also the press release: Smart Logistics acquired by Tandem Global (in Dutch).
Successfully representing statutory directors against a claim for directors’ liability, both at the court and the court of appeal, initiated by a curator appointed in the bankruptcy of a real estate company.
Advising and guiding investment company in the acquisition and construction of solar parks
Advising and guiding/establishing an investment company specializing in the acquisition and construction of solar parks, both nationally and internationally. Activities included setting up and structuring the company and drafting and negotiating contracts.
Recovering invested capital
Advising and litigating for participants of a limited partnership with the goal of recovering invested capital.
Guiding the acquisition of a large industrial company
Successfully guiding the acquisition of a large industrial company, including real estate, simultaneously requiring a reorganization and reaching an agreement with various creditors to ensure the company had future prospects.
"For the Rijksmuseum der Oudheden, the Corporate Law team drafts international contracts for traveling exhibitions."