Corporate governance

Good articles of association are essential

Many agreements are laid down in the articles (of association): Which items must be agreed with shareholders, and how much freedom does a director have? Is it wise to set up a supervisory board, or is this even mandatory? And how will we deal with sustainability, and what environmental goals do we want to pursue? Provisions on governance are also part of this document, governing matters like representation, decision-making, powers and meetings. It also defines the majority required to adopt resolutions in the general meeting, how meetings are called and in what manner they should be held.

Clear agreements

Additional agreements are made in shareholders’ agreements or regulations. These agreements and regulations are supplementary to the articles of association and provide room for further interpretation. For example, there may be an allocation of duties for the board and its members, or a job profile for the supervisory directors may apply. There is often a desire to reach agreements between shareholders on matters like the dividend policy, the obligation to offer shares for sale, investment obligations or the steps to take in the event of a possible sale of the company. All these documents are connected and it is therefore of great importance that they are in alignment with one another.

What we do

The lawyers and civil-law notaries at Kienhuis Legal are happy to help think along on the optimal design of the structure and all associated documents. Asking precise and incisive questions, we know how to get to the bottom of things quickly, to determine what is most appropriate in your situation. In case of disputes about governance, there are several options for resolution, including an inquiry procedure before the Netherlands Enterprise Court at the Amsterdam Court of Appeal.

Would you like to know more about the options available? Please contact one of our specialists.