If you are considering selling a business or a division, feel free to engage our Legal Advisory department for advice or legal services. We conduct legal due diligence for both sides of the table of an transaction. Nearly every transaction involves a due diligence exercise, whereby our legal M&A experts can be of service by conducting legal due diligence. After all, it is very important for a purchaser to know how the target entity operates from an organisational point of view and where potential risks lie. Legal due diligence is however not only beneficial for buyers but also for sellers. A legal due diligence enables you to identify the worth of your company, weaknesses and strengths and prepare it for sale. A legal due diligence involves amongst others investigating the contractual and other obligations with customers and suppliers, examining the documents required under corporate law, the property, regulations under employment law, and claims and disputes.
Legal Due Diligence
Legal aspects are an important factor when acquiring a business. Our legal experts conduct thorough legal research into the company’s legal risks and liabilities. The aim is to give the buyer a detailed picture of the company’s legal position and potential risks. We can then advise the buyer, based on the information acquired, to shield, exclude or mitigate certain risks and advise on the substance of warranties or the purchase price and its settlement.
Legal areas for due diligence
Our legal experts have broad knowledge and experience in a range of fields. This expertise is applied when carrying out due diligence exercises. We review corporate law aspects, commercial contracts, key contracts for business operations, compliance with laws and regulations, employment law issues, real estate and whether there are any claims and disputes. If required, we can include sector-specific aspects in our investigations, such as licences, permits, environmental legislation, intellectual property and privacy. The findings of the investigation are presented in a clear report that gives you insights into potential risks, which can then be taken into account in the terms and conditions of the transaction.
Vendor Due Diligence
Legal Advisory also gives advice to sellers in the preparatory phase of the buying and selling process, making sure that the company is prepared for the sale. You will be given information about your company’s legal risks and liabilities, allowing you to identify and act on legal risks or potential deal breakers in good time. Consequently, you can avoid compromising the takeover you have in mind during the sales process.
Discover other specialisations within Legal Advisory
Contract law involves drafting and advising on commercial contracts, compliancy with laws and regulations, and establishing and recording internal relationships at a company and between various stakeholders. Examples include loans, management agreements and current account agreements.
The Legal Advisory team offers advice on corporate and company law including Book 2 of the Dutch Civil Code, governance, legal forms, partnerships and joint ventures, and when establishing internal legal processes.
Mergers and acquisitions (M&A)
The Legal Advisory team offers assistance for mergers, acquisitions, divisions, split-off/demerger, pre-exits and exits, participations, employee shareholdings, restructuring, management buyouts and buy ins, joint ventures and more.
Legal Due Diligence
Almost every acquisition process requires research on the target. Our legal experts conduct research on the company’s legal risks and liabilities. The aim is to provide both the buy and sell-side a detailed insight of the company’s legal position and potential liabilities and legal risks.
Property and tenancy law
This involves providing advice and guidance on property acquisition, drafting or reviewing leases for landlords as well as tenants, corporate clients and private individuals.
Restructuring and insolvency
Whether you wish to hedge your contracts against the consequences of bankruptcy or need help if bankruptcy threatens: we’re here to help.
Intellectual property (IP) and privacy
Advice and guidance concerning privacy legislation (GDPR) and intellectual property law (patent law, trademark law, design law, copyright and competition law).
Employment law is dynamic. You therefore want the agreements with your employees to be properly written down. Whether it concerns a new employment contract, contract extension or termination. In those cases where it causes problems between you and an employee, it is important that you are well aware of your own rights and obligations. And those of your employee.
Other legal advice
The Legal Advisory Team can assist you with many different types of legal issues concerning your business. For example, the Legal Advisory Team offers services regarding dispute resolution, franchise law, general terms and conditions, general legal reviews and so on.