News & Insights
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Dutch Chamber of Commerce (KvK) launches support resource for companies and entrepreneurs affected by Corona Virus
Due to unfolding uncertainty resulting from the outbreak of Covid-19, or Corona Virus, the Chamber of Commerce of the Netherlands (Kamer van Koophandel) has launched a dedicated resource to help affected organizations and entrepreneurs to navigate the corporate challenges posed by the virus. The resource accumulates important information and links to government institutions that can help owners, executives and entrepreneurs to deal with the following issues:
– reduction of workload for staff and personnel;
– reduction of workload for private entrepreneurs;
– potential tax issues resulting from decreased profits because of the Corona Virus;
– working from home and duties of the employer during the crisis situations;
– what to do if you need to organize a mass event or a meeting, or travel abroad for business;
– potential bankruptcy as a result of the Corona Virus crisis.
For more information see (in Dutch only): https://ondernemersplein.kvk.nl/het-coronavirus-en-ondernemen-een-wegwijzer/
Do you consider registering a company in the Netherlands? Or do you already have one and need to introduce changes to its structure, corporate documentation, or composition of its board? STRIK Attorneys at Law and Tax Advisors is a boutique, multilingual law firm that advises on matters of Dutch corporate law and is happy to assist both individual and corporate clients in registering, maintaining or liquidating an entity incorporated in the Netherlands.
Recent Dutch court judgement on drag-along provisions: a case of organic food retailer
Similarly to other jurisdictions, Dutch shareholders agreements typically include exit mechanism provisions, including the so-called ‘drag-along’ and ‘along-along’ rights. In a nutshell, a drag-along right enables a majority shareholder to force a minority shareholder to join in the sale of a company. The majority owner doing the ‘dragging’ must give the minority shareholder the same price, terms, and conditions as any other seller. By the same token, tag along rights, being the inverse of drag along rights, can be exercised when a majority shareholder sells their shares, thus enabling a minority shareholder to participate in the sale at the same time for the same price for the shares.
One of the most recent Dutch cases relating to an exercise of the so-called ‘drag-along right’ concerns a niche organic food retailer, Marqt, whose shops could be seen on highstreets in all major Dutch cities.
As the time of financial hurdles, the founders and minority shareholders of Marqt opposed the exercise of the ‘drag-along right’ by the majority shareholders citing they needed more time for finalize the sale they were working on at their end.
Having considered all the circumstances in the case, the Dutch court ultimately ruled that exercise of the ‘drag-along right’ by the majority shareholders justified full compliance with the relevant shareholders agreements.
A full text of the judgement (in Dutch only) is available here.
Are you a founder or investor and interested to learn more how to best structure a shareholders agreement to protect your best interests? STRIK Attorneys at Law and Tax Advisors is a boutique, multilingual law firm that advises on matters of Dutch corporate law and is happy to assist both individual and corporate clients.