The extent of the obligation of a seller of non-fully paid up shares to pay up in full
Article 5:66 (besloten vennootschap or BV) and 7:77 (naamloze vennootschap or NV) of the Companies and Associations Code (CAC) provide for the joint and several
Article 5:66 (besloten vennootschap or BV) and 7:77 (naamloze vennootschap or NV) of the Companies and Associations Code (CAC) provide for the joint and several
The Companies and Associations Code provides in Article 5:66 for private limited companies (“besloten vennootschap” or “BV”’) and Article 7:77 for public limited companies (“naamloze
The intention of a party that stipulates a condition precedent (“opschortende voorwaarde”) is clear: he wants to make the exigibility of his commitment subject to
Many shareholder agreements contain provisions setting out exit mechanisms allowing shareholders to exit the shareholding in the future, for instance when a shareholder is no
In a former blog article, we pointed out the practical implications of the fact that the legislator, quite unfortunately, has linked the entry into force
The regulation set out in the Companies Code (CC) to manage conflicts of interest in cases of directors having conflicting proprietary interests is complicated, since
The new Companies and Associations Code (CAC) entered into force on 1 May 2019. This implies that newly incorporated companies whose deed of incorporation has
The Company and Associations Code (CAC) reduces the number of legal forms and abolishes many of the currently existing legal forms. Within the category of
An acquisition agreement often obligates the buyer of the shares to notify the sellers of any claims against the sellers arising from an infringement of
Acquisition agreements may provide for either a fixed or a variable price. A variable price is valid only if it can be determined. Hence the