DVDW Magazine "That will not happen to us."

"That will not happen to us." We frequently hear this from our clients. Or, rather, "I didn't think this would happen to us." Because many entrepreneurs are optimists. And that's good, because optimism is necessary for seeing opportunities and possibilities and for creating and executing business plans. But sometimes it diminishes critical thinking.

The motto "prevention is better than a cure" also applies to the legal health of businesses and partnerships. And once a dispute has arisen, a good solution often has great added value over a procedure that costs not only money but also energy. The key, of course, is to know what the legal playing field offers in terms of options. Sometimes a good procedure is better than a bad settlement. Those who are right must sometimes be prepared to fight for it.

In our previous magazine ("I thought we were friends." - struggles within the company), we discussed a number of topics that come into play in corporate settings, such as governance disputes, forced share transfers, stopping decisions, directors' liability and standards of care to be observed.

In this magazine, we address the many legal norms within which corporate governance must be navigated. How do you stay within the lines? What exactly is "fair and reasonable" in the corporate context and where is the stretch? How far are shareholders allowed to go in pursuing their own interests versus those of the company? How should the board deal with a conflict of interest? What pitfalls and snags exist with respect to pension liabilities, especially for directors? What limits apply to voting agreements with private equity? What if a voting agreement is not honored? And how to deal with disputes over dividend payments? In short: an anthology of issues we encounter in our practice, with practical tips you can use to your advantage.

Dispute resolution and litigation are both a special kind of sport. For optimal results, both knowledge and experience are indispensable. Every member of our Corporate Litigation & Dispute Resolution team has in-depth knowledge of one or more adjacent areas of expertise. Both legally (think insolvency law or disciplinary law) and from specific industries (such as healthcare, pharma, biotech and life sciences, automotive or accountancy). This enables us to look beyond the legal arguments. We are also in this sense Experts in the laws of business.

We have enjoyed writing this magazine and hope for your reading pleasure!

This magazine is written in the Dutch language. Should you be interested in an English translation of one or more of the articles listed below, please do not hesitate to contact us.

• You have my vote!
  The private equity voting agreement
  Anique Noordam
• Fair and reasonable business
  What does that mean in practice?
  René van de Klift
• Temptations in the face of financial headwinds
  Dangers of fraud and disloyalty in difficult times as well as the necessary climbing ropes and binoculars to help you navigate
  Marjon Lok and Marlies Siegers
• Directors' liability in pension debts
  Rien Visscher
• Footangles and snags
  Preparing, executing and supervising dividend payments in the BV
  Sjors Wahlbrinck
• Harmful self-interest?
  The extent to which a shareholder should take the corporate interest into account
  Wouter Buikstra and Marjon Lok
• Conflict of interest
  The law is only half the story
  Freek Haasjes