Corporate Law
From Structure to Strategy
Corporate law in the strict sense is governed by the company law provisions of Book 2 of the Dutch Civil Code. Within this framework, we provide legal advice and representation in proceedings concerning legal entities and their governing bodies, as well as the establishment and modification of corporate structures.
In a broader sense, however, corporate law encompasses many other legal matters that businesses and entrepreneurs may encounter. We therefore also provide legal support across this wider spectrum of corporate law, covering a range of distinct practice areas.
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Public Procurement
Schaap advises and guides both contracting authorities and bidders throughout public procurement procedures. We also provide legal representation in disputes arising from tendering procedures.
Employment Law and Employee Representation
We draft and review employment contracts and regulations, provide guidance on individual dismissals, reorganisations and employee representation matters, and assist in establishing management, authority and remuneration structures. We also advise and represent clients in legal proceedings on a wide range of other employment law matters, including collective labour agreement issues, disciplinary measures, employees on sick leave and more.
Schaap is affiliated with Erasmus School of Law as an official associate.
Administrative Law
We provide legal advice and representation in a wide range of administrative and environmental law matters. This includes applications to amend zoning plans, obtaining environmental permits for construction or tree felling, and securing permits under housing regulations or the Dutch Licensing and Catering Act.
We also challenge undesirable spatial developments or administrative decisions, such as environmental permits, zoning plans or decisions imposing penalties for non-compliance. In addition, we can submit requests for enforcement of administrative decisions or apply for compensation for losses resulting from lawful government actions.
Finally, we provide legal advice and representation in proceedings concerning access to government information, decisions issued by the Netherlands Authority for the Financial Markets (AFM), the Netherlands Authority for Consumers and Markets (ACM), the Dutch Healthcare Authority (NZa), and other government decisions.
Contracts, Liability and Damages
We provide legal advice on commercial and other contracts, mutual contractual obligations, and the options and prospects available when a contracting party fails to fulfil its obligations. We represent and assist clients both in and out of court in matters involving claims for damages or liability for damages, whether arising from a contract (including contracts concluded electronically) or under the law.
Family Law, Inheritance Law and Estate Planning
Schaap Advocaten Notarissen has traditionally had a strong focus on Corporate and Real Estate Law. Within our Corporate Law practice, our expertise in Family Law, Inheritance Law and Estate Planning has developed significantly over the years. This specialisation combines knowledge of corporate law, matrimonial and relationship property law, inheritance law, and inheritance and gift tax.
Estate planning focuses on transferring wealth to the next generation. In this context, we advise on all matters relating to the transfer of assets, both before and after death. Our aim is to ensure that wealth is transferred in a legally sound and tax-efficient manner.
Our specialists primarily focus on entrepreneurs. We assist business owners, shareholders and their families with inheritance law and matrimonial and relationship property matters, including cohabitation agreements, prenuptial agreements, registered partnership agreements, wills and lasting powers of attorney. In doing so, we also help safeguard business continuity. In some cases, these arrangements are further formalised in a family charter.
Our team also regularly handles the administration and settlement of estates involving entrepreneurs and shareholders, as well as the division of assets following divorce, including within family businesses.
As estate planners, we aim to ensure that not only the matrimonial and relationship property and inheritance law aspects are properly addressed, but also that the tax implications arising from the death of a business owner or shareholder are managed effectively.
Financing and Security Interests
We provide legal guidance to lenders, including banks, and borrowers in the arrangement and execution of real estate, acquisition and other financing transactions, both nationally and internationally. We advise on the creation and enforcement of mortgage rights, rights of pledge and other security interests.
We also assess the legal aspects of electronic payment methods and payment devices, such as smartcards and mobile phones, and advise on the rights and obligations associated with the issuance and use of electronic money.
Mergers and Acquisitions
We provide legal guidance on national and international mergers and acquisitions for a wide range of clients, from private equity funds to management teams involved in management buy-ins or buy-outs.
Insolvency and Corporate Recovery
Several of Schaap’s lawyers also act as bankruptcy trustees and court-appointed administrators. This combination of expertise makes us particularly well-equipped to assist companies facing financial difficulties, as well as their directors. Our services include safeguarding viable business divisions, facilitating business restarts, whether during bankruptcy proceedings or a suspension of payments, and negotiating arrangements with creditors.
We also provide legal assistance in disputes with bankruptcy trustees, for example in cases involving alleged directors’ liability or retention of title.
Litigation, Arbitration and Mediation
In some cases, taking an offensive approach through legal proceedings is both advisable and necessary. In others, a more defensive strategy may be preferable. We provide the strategic legal advice needed to make the right decision, including second opinions.
Litigation – the traditional work of lawyers – has been at the heart of Schaap since its establishment. It is something we are passionate about and excel at. We represent clients in proceedings before the civil courts (including the Enterprise Chamber of the Amsterdam Court of Appeal), disciplinary tribunals and in domestic and international arbitration proceedings, particularly in matters involving commercial law, real estate and corporate law.
Where necessary, we arrange for the attachment of assets or challenge attachments and other precautionary measures before the courts. We also have extensive experience in mediation.
Legal Entities and Corporate Structures
We advise you on the most suitable legal structure for your business, whether that is a private limited liability company, a public limited liability company, a cooperative, a foundation, an association or another type of legal entity. We optimise your existing corporate structure and, where required, design and establish a new one.