Let’s get
things clear.

Doing business

Company law

Establishing and structuring a business calls for specialised legal advice on matters such as the choice of corporate form, the start-up formalities, and the drawing up articles of association or shareholder and management agreements. Proper corporate governance is also a key aspect.

The issue of directors’ liability, where applicable, also merits special attention. Directors are increasingly facing liability for the decisions they take, or have taken, in their capacity as directors of a company.

Disposals, divisions and mergers of companies also form an important part of company law practice. The law itself is an important factor in this process, but so is the quality of the negotiations between the different parties. A crucial step here is to arrive at a well-drafted agreement that reflects the consensus between the parties while also anticipating potential issues that may arise in the future. The sale price is usually in proportion to the extent of the risks and the liabilities that are contractually excluded.

Unfortunately, conflicts can disrupt the smooth operation of a company as shareholders, directors and/or auditors are not always in agreement. The law provides for a number of ways to avoid, manage or settle such conflicts. For example, shares can be transferred or acquired, and less radical solutions may also be considered, such as the appointment of a provisional administrator or a settlement or mediation procedure.

We offer assistance and advice relating to, among other aspects:

  • the choice of the right corporate form;
  • the transaction process in mergers and acquisitions (overseeing the due diligence investigation, conducting negotiations, drafting the final agreement);
  • various corporate disputes handled through mediation, arbitration and/or the courts;
  • drawing up the corporate housekeeping documents and contracts between all the partners involved in the business;
  • the avoidance of, and assistance with, legal proceedings in the area of directors’ liability.

Commercial law

Commercial law encompasses all aspects of doing business, making this a highly dynamic branch of law. The day-to-day relations between businesses and between a business and its customers or public authorities are reflected in, among others, commercial contracts, loan contracts, licence contracts, building contracts, distribution agreements, agency agreements, franchising arrangements, commercial leases, office and logistics leases and purchase and sale contracts. A business also has the freedom to trade at its own discretion, and this entails that it must be able to assess its liability easily and correctly.

A company can distribute its products or services through various channels and in different ways. The relationship between the company and its distributors or commercial agents also exists to varying degrees. Here, sound legal advice is crucial in the establishment and management of a distribution network.

Freedom of competition is another cornerstone of economic life. Every business must accept competition, except where this is contractually restricted. Competition must be fair, and if that is not the case action can be taken to demand the cessation of unfair practices. In situations like this, swift and efficient action is of the essence. The enforcement of contractual restrictions on free competition is also a frequently-recurring theme in business relations.

Certain rules need to be observed vis-à-vis the consumer as well. For example, businesses must take care when devising advertising or promotional campaigns since they must be sufficiently appealing and enticing to the customer, while at the same time complying with the law. In this connection, we offer in-depth knowledge of both product liability and consumer protection.

Finally, unpaid invoices can compromise the cash flow of a business. Here as well, the law provides for a wide range of instruments to secure payment by action either in or out of court. It is recommended to obtain legal advice to ensure that you make the right choice.

We offer assistance and advice relating to:

  • representation in the most diverse national and international disputes and transactions;
  • drafting or reviewing loan, distribution, franchising and agency contracts, or terminating such contracts;
  • scanning your marketing campaign to make sure it is attractive as well as legally compliant;
  • recovering unpaid invoices, proposing out-of-court settlements, sending dunning letters and negotiating instalment plans;-
  • securing an enforceable judgement and, if necessary, taking additional action such as attachment and foreclosure.

Our
specialists

Kristiaan Caluwaerts
Kristiaan Caluwaerts
Lawyer - Partner

Specialised in: company law, commercial law, insolvency law, M&A, real estate law

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Kristof Uytterhoeven
Kristof Uytterhoeven
Lawyer - Partner

Specialised in: construction law, public procurement, real estate law, statute and deontology of architects

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Dirk Berckmans
Dirk Berckmans
Lawyer - Partner

Specialised in: company law, commercial law, insolvency law, M&A

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Frederik Van Overtveldt
Frederik Van Overtveldt
Lawyer - Partner

Specialised in: company law, commercial law, insolvency law, M&A

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Federico Wuyts
Federico Wuyts
Lawyer

Specialised in: company law, commercial law, insolvency law

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Noëmi Callaert
Noëmi Callaert
Lawyer

Specialised in: company law, business law, directors’ liability, M&A

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Thaïs Habotte
Thaïs Habotte
Lawyer

Specialised in: company law, commercial law, intellectual property

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Stephanie Verheyden
Stephanie Verheyden
Lawyer

Specialised in: construction law, real estate law, insolvency law

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Vincent De Somer
Vincent De Somer
Lawyer

Specialised in: company law, commercial law, insolvency law

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Charlotte Beckers
Charlotte Beckers
Lawyer

Specialised in: company law, commercial law

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Contact us

    

T: +32 3 448 49 92
F: +32 3 448 49 95