Director, shareholder, supervisory board member and accountant

Shareholders & disputes

It is not uncommon in business for shared ideas and interests to diverge, whether between shareholders and management or the supervisory board, or between individual shareholders. All of a sudden, expectations have shifted and the future is no longer as certain as it once seemed. Disputes can arise, causing deadlocks and delaying decision-making, whether about governance, investments, acquisition contracts or partnerships. These situations need to be resolved swiftly and expertly. We can help: we understand the need for urgent action and know the playing field.

We advise shareholders on what arrangements to make to avoid conflicts in the future. However, sometimes a dispute is unavoidable – even with careful arrangements in place. If that happens, we sit down with the shareholder to discuss what a desirable outcome is and whether it is practicable, and plot out the best strategy for arriving there. The key to success lies in our firm but creative approach: whether breaking deadlocks, demanding completion of the decision-making or share transfer, forcing a takeover, fundraising or share dilution, exposing mismanagement, or simply holding the appropriate parties liable. We are experts both at the negotiation table and in the courtroom, including before the Enterprise Chamber and the regular courts, in arbitration and in summary proceedings. We are Experts in the laws of business.

Directors’ and officers’ liability

Generally, situations where directors' and officers' liability arises already involve other problems: either the company itself is in trouble, or relationships are strained between individual members of management or between a company’s management board and its shareholders and supervisory board. Suddenly, the shared ideas and interests that form the foundations of the company or its relationships with creditors are revealed to be less uniform or parallel then they first appeared. Directors’ and officers’ liability might also stem from fraud or a related issue. Who bears the risk of the resulting liability? What can management do, and what should they do? What skills and expertise are they expected to have? Can and should they rely on specific information or advice?

We assist directors and officers, but also companies and individuals seeking to hold them liable for the damage that the company has suffered. Our firm includes multiple bankruptcy trustees, and we combine their expertise with our years of litigation experience to assist and advise our clients: whether directors, companies, bankruptcy trustees, shareholders or creditors. We are Experts in the laws of business.

Supervisory board members and other supervisors (non-executives)

Supervisors, including members of the supervisory board, fulfil a special role, and are often the glue that holds the organisation together. They advise and assist the management board. Increasingly, however, they are also expected to remain independent and highly critical. They are expected to closely follow everything that is going on within the organisation, adopt a proactive stance and take swift and decisive action where necessary. Given this binary role, governance disputes often put supervisors in a difficult position: shareholders, client councils and works councils demand a critical approach towards management, for example, while management in turn might feel that the supervisors are already encroaching on management territory. The company might be in a tailspin, but not enough effort is being made to turn it around. Friction can also arise between individual members of the supervisory board, if one or more of them fall short in their duties, or start acting by themselves without involving the other members in their decisions. This can rapidly lead to conflicts that need to be resolved swiftly. This is where we can help.

We give supervisory board members and other supervisors concrete advice on what their powers and duties are, and provide the tools that they need. As experts on the various governance codes and regulations, we make sure that the necessary paper trail is in place to avert potential liability. This is not limited to legal aspects alone: we also understand how important it is to weigh all the various interests at stake and find the right balance. We draw on our extensive experience to identify conflicts and see how to manage them, or else decide whether legal action is appropriate. We are Experts in the laws of business.

Accountants & professional liability

Accountants fulfil an important function in society, one that goes beyond just auditing financial statements. They often compile or review those financial statements as well, and investigate possible fraud, assist in disputes and perform advisory services in connection with transactions such as due diligence and business valuations.

Accountants play a key role in assuring high-quality and reliable financial and non-financial information. They are only human, however, and not infallible. Professional negligence not only has the potential to harm the trust that the public has in that financial and non-financial information, but can also cause damage.

We assist businesses and accountants in connection with possible professional negligence resulting in damage, in professional liability proceedings and in disciplinary proceedings. We combine our years of litigation experience with an understanding of financial statements, disciplinary law and the practical aspects of accounting and auditing. We are Experts in the laws of business.