Lustrous Law deals with all aspects of (cross-border) corporate law for a large variety of clients. We have wide experience in both national and international corporate law matters and in that sense we cross borders at ease.
Our lustrous team is ready to assist you in all corporate law matters, such as:
Mergers & acquisitions are part of the lifecycle of any enterprise. Private equity may play a role in the further development of a company.
We have wide experience in assisting with all kind of acquisitions of companies or participation in companies, both nationally and internationally. We prepare and review share purchase agreements, shareholders agreements. Our in-house civil law notary is by definition able to assist with the execution of a notarial deed of transfer of shares or pledge of shares. In addition to that, we draft corporate resolutions and other documents which may be required to successfully and efficiently effect an acquisition, divestment or investment.
We guide involved parties throughout the process, we think of tailor made solutions and we take care of parties’ interests. We provide legal certainty.
Although Lustrous Law may not qualify as a typical large law firm, in practice we can compete with the larger law firms in the Netherlands when it comes to financing transactions, acquisitions and Legal opinions (see below).
Lustrous Law offers:
Expending business activities, either by acquiring an existing company and its enterprise or in another manner, may sometimes require additional funding to be provided by either an external or related financing party and securities to be given towards such financing party.
We also assist in such financing transactions, usually for the company but sometimes also for a (foreign) bank. We review financing agreements and prepare and review pledge agreements and deeds of pledge, including the corporate resolutions and other documents that are needed to successfully complete a financing transaction. In addition, we help clients in completing the conditions precedents list, which allows them effect a drawdown quickly.
Lustrous Law offers:
A legal opinion is sometimes requested in order to get a proper view on the legal risks attached to entering into a transaction. The opinion offers the addressee of the opinion a form of comfort that certain risks don’t exist. Simultaneously, the opinion shows the risks which do exist. That combination helps the addressee of the legal opinion in determining whether or not to enter into the transaction.
Our experience has learned us that timing is crucial when it comes to legal opinions: Lustrous Law always meets agreed upon deadlines.
The legal opinions in the form provided by Lustrous Law are accepted internationally and feature:
Sometimes corporate structures exist and are being maintained in a certain manner for a number of years, without questioning whether the structure is still in accordance with the current needs and preferences of the group and its shareholders. We invite you to take a careful look at your existing corporate structure and we bet that there will be room for improvement and that you will even consider to implement a restructuring for efficiency purposes.
We are experienced in designing and reviewing plans to restructure a company or a group of companies and even to promote share or option plans for your employees. After having designed a restructuring plan, we assist with the implementation thereof as well. To effect a smooth implementation, we take care of the preparation, review and execution of the required notarial deeds, corporate resolutions and agreements, all in close cooperation with other involved advisors. All this is always being dealt with most efficiency and accuracy.
Lustrous Law offers:
Lustrous Laws offers mediation for arisen business conflicts between shareholders and business partners but also guide you through strategic decisions based upon our broad experience with enterprises and entrepreneurs. It is our challenge with you (and your advisors) to seek for creative and out of the box solutions for a long term.
In the process, we aim at keeping the number of meetings required to a minimum by our hands-on approach.
The most import advantage of a civil law notary in a mediation is that an agreement by which the dispute is settled may be incorporated in a notarial deed. This notarial deed may be foreclosed without the need for any additional court order or verdict, if parties would choose not to comply with their obligations pursuant to that settlement agreement.
Lustrous Law offers:
The incorporation of a Dutch private limited liability company (B.V.) is your point of entry to markets in the Netherlands and the entire European Union. The B.V. is one of the most widely used legal entities in international holding structures and joint ventures.
Whether you are looking for assistance with the incorporation of a B.V. that will make part of an existing large (international) group structure, or a B.V. that will make part of a completely new structure to be set-up, Lustrous Law is happy and available to assist. We are experienced in assisting both seasoned and starting entrepreneurs and always find a suitable and personal approach that serves your needs.
Lustrous Law and the Netherlands offer:
The incorporation of a Dutch public company (N.V.) creates a legal entity under Dutch law with a certain standing. An N.V. is the legal form which can be used for IPO’s, both in the Netherlands and in other jurisdictions. Although a B.V. may relatively easily be converted into an N.V., starting as an N.V. has certain advantages as well. The N.V. has the same tax benefits as the B.V.
Lustrous Law knows how to deal with the set-up of an N.V.:
A foundation is a legal entity under Dutch law, which must achieve certain objects laid down in its Articles of Association with assets that have been set aside for that purpose. To distinguish the foundation from legal entities of another type, the foundation may not have members (otherwise it should be an association) and it may generally not have as aim to make distributions to persons who take part in one of its corporate bodies (otherwise it should be a company). Apart from these two basic requirements, Dutch law on foundations creates for great flexibility, both in regard of the use of the foundation for different purposes and in regard of the distribution of powers within the foundation.
Foundations in the Netherlands are used for a wide variety of purposes: well-known are the Dutch voting trust foundation (STAK), the Dutch family foundation and foundations which are set up for charitable purposes (Public Benefits Organization), or to collect and distribute funds for specific interests (cultural, scientific, political).
Setting-up a foundation with assistance by Lustrous Law features:
A Dutch voting trust foundation (also known as STAK) allows for a split between voting rights attaching to shares and their economic benefits such as dividends and proceeds of a sale. This concept is not only frequently used for Dutch B.V.’s and N.V.’s, but also for non-Dutch legal entities from all over the world.
Lustrous Law will be happy to guide you through the set-up and maintenance of a Dutch voting trust foundation (STAK):
A family foundation under Dutch law is usually created to provide for material needs of members of a certain family. To that effect certain funds and/or assets (such as shares or real estate) are transferred to the family foundation, which may distribute these or the proceeds of these assets among the family members (the beneficiaries), in accordance with the wishes of the person(s) who instigated the set-up of the family foundation (the settlor). It is not uncommon for a family foundation to have a protector, a legal entity or individual designated by the person who initiated the family foundation. In performing their tasks, the Management Board and the protector will be led by the wishes of the settlor as expressed in a letter of wishes.
Lustrous Law offers efficient and adequate assistance in the set-up of a family foundation:
Apart from its traditional use as a legal entity for producers or users of certain goods, a Dutch cooperative may serve as a holding and finance company. Its attractiveness stems from a combination of flexible Dutch company law and tax advantages. Under specific circumstances, the use of the Dutch cooperative may lead to dividend withholding tax not being due.
Lustrous Law has considerable experience in setting up cooperatives:
Company law in the Netherlands for Dutch private limited liability companies (B.V.) has changed substantially as of 1 October 2012. That has resulted in a much more attractive regime for the Dutch B.V., which is one of the most widely used legal entities in international holding structures and joint ventures. Among the changes are an abolishment of the minimum capital (EUR 18,000) and of the capital protection provisions, making it easier and quicker to set-up and to use the B.V. in day-to-day practice.
The Articles of Association of your existing B.V. may not yet be in accordance with the legislation that entered into force in 2012, but you can immediately profit from these much more flexible rules by amending the Articles of Association of your B.V. accordingly.
Amendment of the Articles of Association of a Dutch B.V. through Lustrous Law offers the following advantages:
Next to assistance with amendment of Articles of Association of a B.V., we are of course able to assist with amendment of the Articles of Association of all other Dutch entities, such as the public company (N.V.), foundation and (cooperative) society, and if necessary, also with the conversion of an entity in another legal form. We are ready to take care of your needs and to assist with the preparation of tailor made Articles of Association.
In 2012, the European Court of Justice opened the possibility for an inbound (cross-border) conversion of the legal form of legal entities. In some EU jurisdictions this option already existed, but – on the basis of the Court’s ruling in the VALE-case – companies in the EU Member States must be allowed to immigrate into another EU jurisdiction, whereby also the law applicable to the legal entity will change, but the legal entity itself will remain intact. In the same ruling, the European Court of Justice confirmed and clarified its decision in the Cartesio-case of 2008, which created the possibility for legal entities to emigrate to another EU Member State.
The practical impact of the VALE-decision is that there is a serious alternative for a cross-border legal merger (see below), when it comes to moving enterprises within the European Union. A cross-border legal merger is not always a viable option and may sometimes require the set-up of a new company only to be able to effect a cross-border legal merger.
Lustrous law knows how to deal with a cross-border conversion:
A legal merger allows for the amalgamation of two enterprises or the simplification of an existing group structure. In one go an assignment of all assets and liabilities of one company to another. Fast and efficient clean-up of redundant companies. Cross-border legal mergers between two different European companies can be effected as well (see below).
Lustrous Law arranges for a legal merger efficiently:
A legal demerger is a form of corporate restructuring by means of which certain assets or business operations of a legal entity are placed into one or more separate entities that are created in the process. The original company may sometimes continue to exist after the legal demerger, but may also cease to exist, dependent of the form of legal demerger chosen and your wishes.
Lustrous Law knows how to handle a legal demerger:
It is possible to effect a cross-border legal (de)merger involving companies from different countries. That’s how international structures can be easily and effectively simplified.
Lustrous Law coordinates a cross-border legal (de)merger efficiently:
A capital reduction is a beautiful and sometimes tax efficient way to take money out of a company. At the same time, a capital reduction allows for a realignment of the relations between shareholders in respect of voting rights or profits.
A capital reduction according to Lustrous Law:
Dutch corporate law prescribes the procedure for dissolutions and liquidations of legal entities and companies. In practice however, this procedure is often experienced as rather complicated and challenging. For instance, the timing of the dissolution should be determined, an inventory of the existing assets and liabilities should be made available and it should be determined how and when those assets and liabilities should be distributed as liquidation surplus. Subsequently, the required corporate resolutions have to be adopted and other transfer formalities have to be met. If there are no longer assets or liabilities, it should be determined how to deal with that: the so-call turbo liquidation procedure or the standard liquidation procedure?
To make sure that the correct procedures are being followed and that all interests of shareholders, (former) managing directors, liquidators and creditors are being considered and looked after, we offer professional guidance throughout the entire dissolution and liquidation process.
Lustrous Law offers:
Furthermore, one of Lustrous Law’s partners is one of the leading experts on dissolutions and liquidations in the Netherlands and is able to provide adequate solutions for all complex legal matters in this respect.
At Lustrous Law, we don’t do family law. However, we make one exception, viz. for living wills (in Dutch: ‘levenstestament’). A living will is a general power of attorney with very broad powers, both in regard of assets and in regard of medical matters. This power of attorney can be used in the event the grantor is not fully capable any longer to take care of his own matters, but is still alive, which may happen to all of us. A living will prevents your family members for having to ask for a court order to administer your affairs, which court order – inter alia – is (a) not easily obtained and (b) comes with very detailed annual accounting requirements towards the court. The living will can be tailor-made, is generally accepted by all major financial institutions in the Netherlands and is registered in a central register with restricted access, so that its authenticity and possible revocation can be checked.
Lustrous Law offers:
Legalization of documents – also known as notarization – is a form of confirmation that a document has indeed been signed by the person(s) it is supposed to be signed by. To the legalization, a statement can be added which confirms the authority of the person (or persons) to represent the legal entity which is mentioned in the document.
If necessary, we take care of identification of the person(s) whom signatures need to be legalized, also on location.
Furthermore, we issue notarial statements and certificates in respect of all type of the registration of Dutch legal entities with the Business Register in the Netherlands, their Management Board members and their representation authority. These statements and certificates can be further extended to meet your wishes and requirements. The sky is the limit! More important, our notarial statements and certificates are being accepted and frequently used in international transactions. If necessary, these statements are certificates are supported by Business Register extracts, statements and other corporate documents which we in general can easily arrange for within one business day.
Legalizations, notarial statements and certificates are core business for Lustrous Law:
The above is just a limited enumeration of the services we provide. However, at Lustrous Law we think outside the box and we always find a solution for your (corporate) legal matters, even if those are not listed above.
If you are seeking for advice or assistance outside the scope of our own expertise, we are perfectly able to find you a qualified and professional advisor that matches your needs and preferences, all within our broad existing international network. Where necessary, we manage and coordinate foreign lawyers, notaries and tax advisors, but also Dutch specialists in other areas of legal expertise.