Company law and mergers and acquisitions

As an entrepreneur, you find yourself constantly faced with legal questions with respect to the myriad of duties and obligations that rest on businesses and their members of the Board with reference to the Accounting Law and the Company Code amongst other things. Needless to say, Everest is willing to answer all of your questions. In cases where your civil or criminal liability as a business owner or member of the Board is effectively prejudiced, we will defend your interests with due expertise and skill.  

In the event of a dispute, shareholders are faced with several technical legal questions which are more often than not related to the valuation of shares (the valuation of stocks and provisions, cost accounting of assets, etc. …). In the event of stalemate, a fast and expedient solution is required by the shareholders involved.  

Everest is there to assist you on your way to reaching this solution and, if required, to help you in conducting any of the following specific procedures:  

  • Exit and withdrawal petitions;
  • Exclusion petitions;
  • Dissolution petitions;
  • Company petitions;
  • Minority petitions;
  • Assigning a custodian;
  • Assigning provisional administrators;
  • Assigning an expert;
  • … 

Moreover, as a professional, you can contact Everest.  

Increasingly, courts tend to rule that economic professionals are bound by so-called “resultaatsverbintenissen” (i.e. the duty to achieve a given result: compiling the right report sheets, the timely deposit of tax returns and responses to official tax assessments and related queries, … ), in which case the liability risk is considerably higher. In many cases, this very liability is prejudiced after the customer has entrusted you with specific (legal) assignments.  

Everest is on hand to limit this risk for you by drafting a (model) agreement between you and your customer, which clearly outlines the spread of the liability risk. Should your professional liability be prejudiced regardless, we are on hand to offer you every assistance before the competent disciplinary body or court of law.  

Finally, Everest also provides consultancy services to professionals facing legal questions regarding the rules of appraisal, the requirements to provide any number of specific reports for each type of company, and all further queries that are based on the following body of legislation:  

  • The Law of July, 17 1975 on corporate accounting;
  • The Royal Decree dated September 12, 1983 in application of the Law of July 17, 1975 on corporate accounting;
  • The Royal Decree dated September 12, 1983 determining the minimum rubrication of a general chart of accounts;
  • The Law of May 7, 1999 on the Company Code;
  • The Royal Decree / Companies’ Act dated January 30, 2001 in implementation of the Company Code;
  • The advice put forward by the Accounting Standards Commission (CBN);
  • Applicable European regulations;
  • …  

In conclusion, and quite separate from any dispute proceedings, Everest is also the best placed partner to offer expert services when it comes to the incorporation, takeover or transfer of your business. Our law firm will present you with a detailed overview of all legal options open to you to ensure said incorporation, takeover or transfer of your companies proceeds as smoothly and as tax-friendly as possible.  

In doing so, we sit down with you to examine the type of legal personality that is best suited to your professional activities. In addition, we are on hand to draw up quality takeover contracts and shareholder agreements, or to draft the civil partnership contract for you and the members of your family.  

We offer you excellent consultancy in the domain of:  

  • Legal questions with respect to obligations (of Board Members) with reference to the Accounting Law and the Company Code;
  • Technical questions of shareholders, such as questions with respect to the valuation of shares;
  • Specific procedures;
  • Liability risks and the drafting of model agreements to limit such;
  • Rules of appraisal and requirements of reporting;
  • Expert services with respect to the incorporation, takeover or transfer of your business.