Our firm specializes in providing high-end legal services with a particular focus on cross-border transactions in a broad range of domestic and international environments. Our clientele consists of foreign clients doing business in The Netherlands and Dutch clients doing business domestically or abroad. We realize that for our clients to be able to operate successfully in another country, a profound knowledge of the foreign market, business culture and language is required. Bavelaar Attorneys has gained a particular reputation for assisting clients to achieve their business goals in Germany. As one of our attorneys has been admitted to the bar in Germany (Rechtsanwalt), we are also able to represent you before a German court of law.
Our partners are experienced professionals who have acquired their legal training at reputable Dutch law firms. Our clients tell us that providing cutting edge legal services combined with a particular client focus is the key to our success. We look forward to getting to know you and your organization personally so that we can provide you with the quality legal care you deserve.
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Our firm provides legal assistance on a variety of subjects relating to company law, including company acquisitions (assisting buyers/sellers), management buy-outs, reorganizations, shareholders’ equity and leveraged financing, setting up joint ventures and establishing distribution networks. In case of any conflicts, we are more than qualified to assist you in litigation.
Our distinguishing feature is to combine cutting edge legal services with a profound feel for commercial relations and up-to-date business insight. We work closely with you, as well as for you, offering first class legal services and, where appropriate, acting as dealmakers. Of course, we never forget that at the end of the day, it is the client who remains in the driver’s seat.
Since 2008, our attorneys have been consulted regularly by companies which have fallen into financial disarray as a result of the current economic and financial crises. Our core activities include legal advice on restructurings, dismissal of employees, sale of subsidiaries, refinancing, soliciting new capital, preventing directors’ liability and liability for shareholders/ parent companies.
Over the years, our attorneys have gained a vast experience in assisting clients with company sales and/or acquisitions. In this capacity, we have conducted negotiations and have prepared/reviewed numerous contracts. This experience, combined with our firm’s legal excellence, will work to your benefit, particularly in today’s challenging market. First rate due diligence is key to a successful deal, whether buying or selling. It provides valuable insight into the legal, financial and tax position of a company. This information is crucial for setting a purchase price or formulating indemnifications and guarantees in the purchase agreement.
We usually adopt a multidisciplinary approach in providing our services. We realise, for example, that merely conducting a due diligence investigation from a legal perspective will not be sufficient in preparing for a company takeover. In most cases, a financial and tax due diligence investigation is equally important. We have built an intensive network of trustworthy external financial and tax advisors who can be instructed in order to make your project a success.
Last but not least, excellent communication and negotiation skills are key to a successful deal. Our highly experienced attorneys provide a keen insight into negotiation tactics and dynamics. Clients have found us to be extremely capable of assisting in negotiations, whether on a sale or purchase.
In recent years, the Dutch government has increasingly focused on the internal structures of companies, better known as “corporate governance”. This has generated a good deal of new legislation and case law, increasing potential liability for (managing/supervisory) directors and majority shareholders. We offer expert advice on corporate governance and directors’ liability, shareholder relations and the internal system of decision-making. We also advise on the newly adopted legislative regime for Dutch private limited liability companies (BVs). This new legislation (Flex BV Act) came into effect on 1 October 2012, has simplified the legislative framework for BVs and has made it more flexible. In practice, this has resulted in less prescriptive law and more permissive law, allowing BVs more room for variation in their articles of association. The new legislation has also introduced substantial changes to the system of creditor protection.
The new legislative regime for BVs applies to new and existing BVs. Although existing BVs are not required to amend their articles of association, this is often worthwhile in order to be able to fully profit from the new possibilities brought about by the introduction of the Flex BV Act. We would be more than happy to explore these possibilities with you.
Contract law forms the basis of commercial law. Expert legal assistance in preparing a contract or when planning to enter into a contract is key. We offer assistance in all and any of the following stages:
Over the years our partners have developed a reputation for excellence in preparing and reviewing domestic and international commercial contracts and in conducting litigation over disputes arising from commercial contracts. Our expertise stretches from agency agreements, distribution agreements, franchise agreements and joint venture agreements, to agreements for professional services and cooperation agreements. We offer assistance and advice relating to the preparation of these agreements and to monitoring their execution.
Directors’ liability/piercing the corporate veil
If a company has regressed into a position where it is no longer able to satisfy its creditors financially, the directors of that company run the risk of being held liable by their fellow directors, by the receiver (in bankruptcy) and/or by the company’s creditors. Thanks to our experience in dealing with these cases, we can offer expert legal advice in this area and can assist in conducting litigation on behalf of, or against, directors of Dutch public limited liability companies (NVs), Dutch private limited liability companies (BVs), societies (verenigingen), foundations (stichtingen) and cooperative societies (coöperaties). These cases commonly deal with internal directors’ liability (liability towards the company), liability in bankruptcy, and/or liability towards unsatisfied creditors of the company. Directors’ liability may be invoked if a company is not able to pay off its tax debts, social security contributions and/or industry-level pension fund contributions.
In certain circumstances, a parent company can be held liable for debts of its subsidiary, especially when the subsidiary lacks any assets from which the existing debts can be recovered. Group liability is something that should be reckoned with by a parent company when collecting a debt from any of its subsidiaries. If in collecting this debt the parent company disregards the interests of its subsidiary’s creditors, those creditors may be successful in initiating legal proceedings against the parent company. The same applies if the parent company without reasonable cause cancels a line of credit granted to its subsidiary or if the parent company in its capacity as majority shareholder pays a considerable dividend to itself, thereby depriving the subsidiary’s creditors of any potential recourse as a result.
Advice and litigation on group liability and piercing the corporate veil is one of the specialties of our firm. In addition, our firm advises on how to minimize financial risk. It is common for trade partners to require a (bank)guaranty, a contract of suretyship or a parent guarantee (in Dutch commonly referred to as a “403-verklaring”). Guarantees can also be set in place for spreading risks within a group of companies. Our firm offers specialist advice and assistance in drafting and/or reviewing security documentation.
Our firm provides litigation support and advice to clients in areas such as:
Our firm advises on all aspects related to real estate both in The Netherlands and in Germany. Our assistance not only extends to the process of sale or purchase of real estate but also, for example, to the creation of a joint venture to facilitate a real estate project or to disputes that have arisen in relation to a joint venture project.
We have extensive experience within the field of lease law. Our firm offers assistance in preparing and reviewing lease agreements, in mediating lease related disputes and in conducting litigation against lessees/lessors. Additionally, our attorneys frequently review lease agreements in the context of a due diligence investigation. Since 2008, our attorneys have been consulted by real estate enterprises which have fallen into financial disarray. Our clients are sure to benefit from our experience in renegotiating the continuation of the lease agreement and the refinancing of real estate.
Equine law is not a formal branch of law, though the phrase itself is commonly used. We are able to provide this niche service through Mr. Paul Bavelaar. He is an active and competitive horseman, member of the Board of Directors of the Royal Dutch Equestrian Federation (Gelderland and Flevoland area) and Chairman of the Safe Equestrian Sport Foundation, all of which gives him extensive knowledge of the equestrian sport and sector. As a result, we offer high quality advice, and can assist in litigation, on any of the following subjects:
At Bavelaar advocaten, we know how difficult it is for companies doing business in a foreign country, especially when you do not have the knowledge of the local culture and the language. Due to the personal background of Dr. Sujecki, we can advise you on all corporate and commercial legal aspects with relation to the Dutch-Polish commercial matters. Dr. Sujecki is common with the language and the culture of both countries. He can advise you in your own language and in a way you are familiar with.
Mr. Paul Jansen (member of the Board of Directors of Zehnder) on Mr. Paul Bavelaar:
In 2001 I was chairman of the Board of Directors of Stork Air in Zwolle, The Netherlands. In this capacity I was involved in the sale of Stork Air to Zehnder. This is how I got to know Paul, as he was the attorney representing Zehnder in this deal. After the company takeover I was appointed CEO of a Dutch subsidiary of the Zehnder Group and, subsequently, I was appointed member of the Board of Directors of the Zehnder Group parent company.
Paul and I worked together intensively in this period. Zehnder had set out a strategy of expansion by way of company takeovers, and against this background, Paul and I had assessed opportunities in The Netherlands, Belgium, France, the UK and Sweden. Paul served as our primary legal counsel and in this capacity pro-actively managed the due diligence and takeover process, whilst at the same time keeping the Board of Directors of Zehnder abreast of any new developments. Company takeovers in The Netherlands and Germany were handled by Paul himself, whereas Paul instructed local law firms from his network for facilitating company takeovers in other European jurisdictions. Due to Paul’s extensive knowledge of the law as well as his vast network of business contacts throughout Europe, Zehnder was able to operate in an efficient and cost-effective manner. Moreover, Paul has been shown to possess a profound insight into the ins and outs of the company takeover process. He knew exactly what we expected from him and what our aims were. He also got this information across to the various local law firms involved, saving us the time and effort of having to communicate with these parties ourselves.
Apart from assisting us in executing our strategy of expansion, Paul has time and again helped us out with all sorts of legal issues. Paul either addressed queries himself or had one of his colleagues revert to us. Either way, we could be rest assured that the advice we got was legally sound and practical at the same time. Moreover, Paul is always available for advice, even on evenings and weekends.
If Zehnder is in need of expert legal advice or if we need a legal counsel for assistance in a company takeover, Paul is the first person I will call.