Amice Advocaten has many years of experience in business law. Not surprisingly, entrepreneurship is part of our founders’ DNA. Entrepreneurship means taking risks, but this need not be a problem if you are assisted by a good business lawyer.
Within the context of business law, Amice Advocaten assists large, medium-sized and small enterprises in their daily operations, both internally and externally.
Amice Advocaten advises businesses such as IT companies, companies active in the aviation industry, the construction and installation sector and property companies on a wide range of subjects associated with the services and products they supply. Our specialisms also include:
We have extensive experience in preparing and terminating collaboration agreements. This may involve the drafting of a partnership agreement or a cooperative agreement. In addition, we have experience in drafting shareholders’ agreements and joint venture agreements.
The termination of collaboration agreements also lies within our area of expertise. This may involve drafting and providing advice on termination agreements between partners/associates, terminating collaboration agreements for a definite or an indefinite period or terminating agency agreements and negotiating buy-out payments.
If shareholders hold different opinions and come into conflict, a situation may arise which requires legal steps. We are experienced in dealing with shareholder disputes and issues such as compulsory share transfer, expulsion and deadlock resolution.
Amice Advocaten specialises in protecting the minority shareholder’s interests. In order to prevent conflicts between shareholders, a proper shareholders’ agreement is indispensable. We are experienced in drafting shareholders’ agreements which sufficiently guarantee the interests of all the parties involved.
Right of investigation and proceedings before the Netherlands Enterprise Court
Investigation proceedings are proceedings before the Netherlands Enterprise Court at the Amsterdam Court of Appeal in which shareholders (or depositary receipt holders), the company itself, supervisory directors or employees’ organisations can apply for an inquiry into the company’s policies. Such proceedings are therefore an option in the event of a shareholder dispute. To this end, the applicant must put forward facts and circumstances that give good cause to question the correctness of policies.
If the application is declared well-founded, the Netherlands Enterprise Court may order an investigation into the company’s policies, whereupon one or more investigators will be appointed. Depending on the outcome of that investigation, the original applicant may within two months request the Netherlands Enterprise Court to issue a ruling of mismanagement. In that case, the Netherlands Enterprise Court may grant the following injunctions:
- suspension or annulment of a decision of the management board, the supervisory board, the general meeting or any other body of the legal entity;
- suspension or dismissal of one or more managing or supervisory directors;
- temporary appointment of one or more managing or supervisory directors;
- temporary derogation from the provisions in the articles of association specified by the Netherlands Enterprise Court;
- temporary transfer of shares in trust;
- dissolution of the legal entity.
Attachment and execution
Making an attachment against a debtor is a fairly simple and quick procedure in the Netherlands. If a claim has remained unpaid, you may consider having an attachment made on bank accounts, immovable property, ships, plant and equipment, stock or even against your debtor’s customers.
If your debtor fails to pay and you are not prepared to let it lie, you may take your claim to court. Prior to such litigation, it is possible to have a prejudgment attachment made against your debtor. You will then be dealing with attachment law, and will need a lawyer to file an application on your behalf.
When a prejudgment attachment is made, assets are ‘frozen’ until the court has given its opinion on the collection of your claim. If the prejudgment attachment is successful, you will have certainty that there is still a possibility of recovery from your debtor if your claim is allowed. This is because the bank balances and movable and immovable assets attached will remain available to you. As a result, you can effectively collect your claim after the court has found in your favour. This attachment can be made on all the debtor’s assets.
Making a prejudgment attachment has the additional advantage that the debtor is unable to dispose of the asset attached with immediate effect. If the attachment concerns bank accounts, for example, the debtor no longer has access to his money, while any immovable items attached can no longer be used by the debtor. Sometimes this causes the debtor to effect payment for this reason alone. In that case, the attachment made more or less compels the debtor to effect payment in full, which means the immediate resolution of the dispute.
What items can be attached?
In principle, a prejudgment attachment can be made on any of the debtor’s assets. Examples include a residential property, car or bank account, while shares can be attached as well. All the debtor’s assets are capable of being attached. A debtor’s assets also include that debtor’s claims against others. These others are also referred to as ‘third parties’.
Attachment against third parties
Attachment against third parties is also known as ‘garnishment’. This term covers any attachment made by a bailiff against a third party. The attachment is therefore made against a party that is not actually involved in the dispute between the creditor and the debtor. Nevertheless, this third party will have to comply with the bailiff’s instructions.
If you need an experienced business lawyer, why not send us an email at email@example.com or call us on +31 (0)30 23 00 230.