Companies, mergers & acquisitions and insolvency
Every day, companies, associations and foundations are faced with legal issues relating to their formation, operation, transformation, governance, control and solvency.
Our practice
Every day, companies, associations and foundations are faced with legal issues relating to their formation, operation, transformation, governance, control and solvency.
Our Companies, Mergers & Acquisitions and Insolvency practice offers owners, managers, legal and financial departments and all interested third parties the right legal support for
- incorporation operations (drafting articles of association, shareholders' agreements, management contracts), if necessary drawing on our "sector regulation and competition" practice when the legal environment requires prior authorisation or a detailed analysis of the legality of the structure to be created
- mergers and acquisitions (audits, letters of intent, drafting and reviewing sale agreements) and company spin-offs
- business transfers (including business transfers)
- resolving disputes between buyers and sellers, conflicts between shareholders or disputes between members of associations or foundations, filing or defending actions for the appointment of provisional administrators, proceedings relating to the appointment and removal of administrators, liability actions against company executives, with the assistance of our "insurance and liability" practice
- company restructuring, including court-ordered reorganisation, drawing on our labour law and social security practice where necessary
- bankruptcy, both in the context of an admission of bankruptcy and a bankruptcy declared as a result of the intervention of a third party, and liability actions in this context, in connection with our "insurance and liability" practice
- the voluntary or compulsory liquidation of legal entities, including opposition to compulsory winding-up proceedings
Our practice is based on the solid experience acquired by our lawyers in highly reputed Anglo-Saxon and Belgian law firms, as well as the exercise of judicial mandates as trustees in bankruptcy and liquidators.
> Legal due diligence in connection with mergers and acquisitions
> Drafting and negotiating contracts in connection with share disposals (share deal) or asset disposals (asset deal)
> Drafting and negotiating contracts governing relations between shareholders (shareholder agreements, call and put options)
> Preparations for capital increases or reductions, shareholder restructuring and management buy-outs (management buy-out)
> Legal support for boards of directors and general meetings, and the drafting and publication of specific decisions and documents
> Advice and drafting of articles of association, internal regulations and corporate governance codes, creation of joint ventures (joint venture)
> Preparing, planning and implementing company restructuring plans
> Preparation and support throughout judicial reorganisation proceedings: determination of the choice of procedure (public or private; by collective agreement or transfer of business), preparation of the application to initiate proceedings and its annexes, meetings with the delegated judge appointed by the competent court, follow-up with creditors, including for proxies with a view to a vote, preparation of the reorganisation plan, follow-up following its favourable adoption, etc.
> Preparation and support throughout bankruptcy proceedings: examination of the conditions, determination of the choice of procedure (admission of classic bankruptcy or so-called silent bankruptcy), support during meetings with the receiver and the official receiver, follow-up until closure; as counsel to creditors, support in exercising rights, including the recovery of specific assets;
> Preparation and support throughout voluntary liquidation procedures: determining the choice of procedure (dissolution-liquidation in a single act or not), acting as voluntary liquidator (on specific request).
> Oppositions to judicial dissolutions: drafting the summons, meeting with the liquidator and follow-up in the event of withdrawal
> Legal support alongside crisis managers (contract negotiation, debt restructuring, other measures to safeguard the company)
> Management of internal organisation and drafting of documents relating to corporate bodies
> Drafting and checking contracts with managers
> Non-competition clauses
> Disputes between buyers and sellers following mergers and acquisitions, including involvement at the mediation stage and interaction with the expert appointed to assess the sale price
> Disputes between shareholders of companies, whether in connection with exclusion or withdrawal actions, the implementation of a shareholders' agreement or other undertakings;
>Disputes between shareholders and directors, with actions for the appointment of a provisional director, "actio mandati" (questioning of a director's liability by the general meeting).
> Liability actions against de jure or de facto directors of bankrupt companies, whether as plaintiff or defendant.
> Liability claims against voluntary liquidators, whether as plaintiff or defendant.
> Acting for sellers, buyers or potential buyers in mergers and acquisitions of listed and unlisted companies.
> Regular support for family-run SMEs as they pass on to the next generation or to third parties
> Assisting associations and foundations with their governance issues
> Advising international consortia on setting up joint entities, particularly in the field of technological innovation and programmes funded by the European Commission.
> Frequent appointments as bankruptcy trustee and liquidator by the French-speaking Business Court of Brussels
> Regular advice to a financial services provider in connection with judicial reorganisation or bankruptcy proceedings affecting companies financed through its intermediary.
> Management of internal organisation and drafting of deeds relating to corporate bodies; advice on shareholder agreements and corporate governance
> Actions regularly brought on behalf of shareholders seeking the appointment of a provisional administrator and/or the exclusion or delisting of unlisted companies
