Corporate law – Legal knowledge portal

Consequences of a hard Brexit in the area of company law

February 1, 2019

In previous Brexit articles written by our fellow colleagues, the loss of freedom of establishment has already been discussed. The loss of freedom of establishment between the Netherlands and the United Kingdom might also have adverse consequences in the area of company law, for example with regard to mergers and ... Read More »

Belgian Company law reform: update

November 1, 2018

On 23 October 2018, the Belgian Commercial and Business Law Parliamentary Committee approved at a first reading stage the draft Law reforming Belgian Company law. The draft Law has now to be approved at a second reading of the Committee and then submitted to the plenary session of the Belgian ... Read More »

Belgian UBO register: complex structures – who is the ultimate beneficial owner?

October 17, 2018

The Belgian Law of 18 September 2017 (the “Law”) implementing the 4th Anti-Money Laundering Directive of May 2015 (the “4th AML Directive”) has established the Ultimate Beneficial Owners Register (“UBO Register”) in which Belgian companies, non-profit organizations, foundations, trusts and other similar entities have to record their ultimate beneficial owners. ... Read More »

German Exporters: How To Control US Product Liability Risk

October 1, 2018

We frequently hear about product liability lawsuits before US courts in the media, but only the most bizarre and drastic cases seem to make the headlines. These are cases in which, for instance, plaintiffs claim enormous amounts of damages compensation. What happened? A particularly interesting and recent case is the ... Read More »

CORPORATE PHILANTHROPY GOOD PRACTICES TAX REDUCTION OR DEDUCTIBLE EXPENSE CORPORATE INTEREST PHILANTHROPY AND THE ADVENT OF MISSION-LED BUSINESSES

August 6, 2018

Corporate philanthropy is faring well, even though it is still a recent practice compared to philanthropy overall. In France, corporate philanthropy effectively stems from the law on corporate foundations adopted relatively recently, on 4 July 1990[1]. It is in fact quite significant to see how difficult it was for the ... Read More »

PHILANTHROPISTS’ INTENTIONS: THE STRATEGIC CHOICE OF LEGAL STRUCTURE

August 3, 2018

Initiating and conducting a philanthropic project imply strategic choices in terms of governance, durability and tax treatment, in order to give legal effect to the intentions of the founding philanthropist. Philanthropy and economics increasingly share a project rationale, which involves defining the approach to be taken to improve the chances ... Read More »

Internet Seller Beware

August 1, 2018

Due to a recent Supreme Court decision, internet sellers may now be required to collect and remit sales taxes in states in which they have no physical presence. In the landmark case of South Dakota v. Wayfair, Inc., decided on June 21, the Court overturned its prior decisions that had ... Read More »

Amendments to regulations on notification of concentration clearance in Lithuania. Concentration clearance permits will be required less frequently

May 23, 2018

As from 1 January 2018 the intended concentration must be notified to the Competition Council of the Republic of Lithuania and its permission must be obtained where the combined aggregate turnover of the undertakings concerned in the business year preceding the concentration is more than EUR 20 mln. and the ... Read More »

Corporate Social Responsibility

April 17, 2018

Companies with more than 500 employees must report now not just on financial matters. They must now also report on how they respect the rights of their workers, protect the environment and fight corruption. The law on the Implementation of the Corporate Social Responsibility Directive (CSR) came into force on ... Read More »

Company Succession through Management Buy-Out

April 9, 2018

A management buy-out is the transfer of a company to its (managing) employees or management. It is therefore an interesting instrument for both the current owner and the successor when it comes to small and medium-sized enterprises. In particular in family-owned companies, where there is the lack of an heir ... Read More »

The drittwirkung or the voluntary renunciation of the ‘right of veto’ of the shareholder affected by a statutory reform

April 6, 2018

‘As we said yesterday’ here [1], the General Directorate of Registers and Notaries (‘DGRN’) decided on December 4 on the registration criteria for the registration of drag along clauses and, therefore, on any modification of the Articles of Association that will impact on the rights and obligations of the dissenting ... Read More »

Company buyer liability in the event of continuation of the enterprise under the same name

April 3, 2018

The liability based on the continuation of the company name by the company’s buyer is an often-overlooked particularity. Under German law this can have serious consequences for the purchaser. In a recent decision, the Higher Regional Court (Oberlandesgericht) of Hamm examined the question of whether the replacement of the first ... Read More »

The advisory board in family businesses

March 30, 2018

An advisory board can make a valuable contribution to ensuring the quality and objectivity of business management. Approximately 60 percent of German family businesses have set up an advisory board. The Governance Code for Family Businesses (Governance Kodex für Familienunternehmen) recommends it. Why an advisory board? An advisory board is ... Read More »

Ruling from the European Court of Justice: per element approach allowed outside tax entity in cross-border situations with the EU

March 13, 2018

The European Court of Justice (“ECJ”) rendered a ruling on 22 February 2018 concerning the Dutch tax concept of “tax entity”. It concerned the application of Section 10a of the Corporation Tax Act 1969 (“Vpb”) in relation to the freedom of establishment that applies in EU law. What is the ... Read More »

Relations on edge: Management Board vs. Supervisory Board

March 2, 2018

ABN Amro’s supervisory board chairman Olga Zoutendijk has indicated that she will retire from her position on 1 July 2018. This decision is related to criticism of her leadership style, according to reports in the media including het Financieele Dagblad. Allegedly, she interfered actively in the decision-making process within the ... Read More »

Category Archives: Corporate law