Unclear legislation and regulations create difficulties in determining the UBO.

In case of private companies with limited liability (BVs) and public companies (NVs), other than those listed on a regulated market or 100% subsidiaries of such entities, a natural person who directly or indirectly holds more than 25% of the shares, voting rights or ownership interest in the company should be considered as the ultimate beneficial owner (UBO). In practice, however, it is sometimes difficult for a legal entity to determine the UBO. Such difficulty is well illustrated by the example set out below, regarding a BV that has issued cumulative preference shares. Read more

Wintertaling joins Capital Tour Online 2020!

Wintertaling is a proud partner to Capital Tour Online 2020!

Capital Tour Online 2020 (link) connects startups and investors, to make sure that amazing ideas can prosper! This Tuesday 30 June 2020, we will be guiding startups to meet investors.

Check out the program on https://www.capitaltourxxl.com/program/ .

Want to join? Get you tickets here: https://www.eventbrite.nl/e/tickets-capital-tour-online-105418692146?mc_cid=0b959a8b83&mc_eid=54cc099fbd

 

Wintertaling is een trotse partner bij Capital Tour Online 2020!

Capital Tour Online 2020 (link) verbindt startups met investeerders, om ervoor te zorgen dat geweldige ideeën kunnen floreren! Aankomende dinsdag 30 juni 2020 zullen wij startups begeleiden bij het ontmoeten van investeerders.

Bekijk het programma op https://www.capitaltourxxl.com/program/ .

Wil je meedoen? Tickets zijn hier verkrijgbaar: https://www.eventbrite.nl/e/tickets-capital-tour-online-105418692146?mc_cid=0b959a8b83&mc_eid=54cc099fbd

Workshop GO!-NH 2020: Corona-edition

CC:

On 10 June, Wintertaling, together with Rutger Kemper (cofounder of Leapfunder, managing director of Presidents Institute), participated for the fifth time in the GO!-NH accelerator programme. This time they took part in one-on-one sessions on the legal and economic aspects of start-ups and financing. This session was followed by a combined webinar, in which the startups were informed about their professional lifecycle from incorporation to exit.

GO!-NH is the programme of the province of Noord-Holland in which 13 startups and spinoffs accelerate their business in three months through training, tools and professional support from experts. In the light of COVID-19, De GO!-NH Accelerator has taken measures and (temporarily) redesigned the programme. This year, the teams will follow the planned workshops online. Tim Carapiet explained the basics of setting up a BV (Dutch private limited company), structuring the company, various forms of financing and the terms conditions associated with convertible or equity investments. In these one-on-one sessions, all participants were screened and helped on their way through the legal jungle in order to setup their startup in the best possible way.

This year’s participants again set up unique concepts. DigiSurfer provides elderly people with laptops to stay in touch with the outside world, Seaweed Yarn makes yarn from seaweed and Fungalogic produces insulation material from biological residues using fungi. Cupbite too belongs in the list of innovative startups with their plan to make edible drinking cups for festivals. Van der Aarde also contributes by inter alia using crowdfunding to finance the environmental transition for farmers, and Outlander is committed to creating compostable packaging material. For more information about the participating startups, please see the following overview.

For more information about how Wintertaling can help you, please visit the page of the Wintertaling Startup Desk.

DSA – Restartup – Wintertaking and Dutch Startup Association assist startups in Corona-times

DSA – Restartup – Wintertaking and Dutch Startup Association assist startups in Corona-times

Dutch Startup Association, the promoter of startups in the Netherlands, has launched ReStartup where partners of the DSA are linked to startups in need of advice in times of COVID-19. Wintertaling is pleased to give her support and to be able to provide several startups with advice. For more information on how Wintertaling can help your startup or scaleup, click here.

Can you break off M&A negotiations in the Netherlands? The nuclear option

Recently, the NCC (Netherlands Commercial Court) gave a judgement on broken off M&A negotiations as a result of the COVID-19 crisis. The Court denied the claim to carry on with completing the transaction and allowed the claim for the break-up fee, despite defendants invoking unforeseen (COVID-19) circumstances.  

Read more

Emergency legislation: possible issues relating to general meetings

On 3 April last, the Ministry of Justice and Security announced emergency legislation: “to solve practical problems arising from the corona crisis.”

Part of this emergency legislation is that the management board may determine that the general meeting may only be followed via livestream, subject to the condition that members and shareholders can submit questions during the meeting or in advance, which will be answered no later than at the meeting itself.

Two matters in particular stand out in the legislative proposal:

  1. If a member or shareholder has not been able to participate optimally in such a meeting, the resolutions passed will still be legally valid; and
  2. It appears that the minister considers allowing for decisions taken at livestream meetings which have already taken place, to be granted legal effect retroactively.

On the basis of this message, the question therefore arises as to how to deal with, for example:

  • a poor (video) connection at potentially crucial moments in the general meeting; or
  • disagreement about resolutions at livestream meetings already held in which the members or shareholders have not (properly) recorded their agreement with the manner of decision-making;

The legislative proposal has now been referred to the Council of State (Raad van State). It follows from the press release that the text of the proposal and the advice of the Council of State (Raad van State) will become public upon submission to the House of Representatives (de Tweede Kamer).

The press release of the central government can be found here: https://www.rijksoverheid.nl/actueel/nieuws/2020/04/03/spoedwetgeving-op-het-terrein-van-justitie-en-veiligheid (in Dutch).

To be continued.

credits: CC: Sofitel Dubai Downtown (source:flickr)

What are the consequences of the coronavirus (COVID-19) for entrepreneurs?

The effects of the coronavirus can currently be felt all around the globe. Great uncertainty about the duration of measures concerning the virus and ever more stringent measures cause many questions among entrepreneurs. Frequently asked questions are:

Picture Laura – Del, CC https://www.flickr.com/people/20519310@N04/.
  1. Can I invoke force majeure if I am unable to comply due to these circumstances?
  2. Can I invoke unforeseen circumstances if I am unable to comply due to these circumstances?
  3. Does an agreed penalty clause apply in the given situation?
  4. Does the insurance cover damages which result from closing a business or cancelling events due to the coronavirus?
  5. Can I still hold a shareholders’ meeting after the call for social distancing and the ban on assembly?
  6. What is the effect on me as a buyer in a business acquisition?
  7. To what extent can I, as an entrepreneur, rely on support measures from the Dutch government?

Below, we try to answer these most frequently asked questions concerning a company and the coronavirus. If you have any further questions about your specific situation, contracts or other questions about the legal consequences of the coronavirus, we will be happy to help you. Please feel free to contact Wintertaling Advocaten & Notarissen.

Read more

Public consultation on the Act on the Amendment of statutory shareholders’ dispute resolution procedure

On 22 August 2019 , the preliminary draft Act on the Amendment of the statutory shareholders’ dispute resolution procedure and clarification of admissibility criteria for inquiry proceedings (voorontwerp van de Wet aanpassing geschillenregeling en verduidelijking ontvankelijkheidseisen enqueteprocedure) was published. The preliminary draft is intended to make the statutory dispute settlement procedure more effective and to clarify the conditions governing access to inquiry proceedings before the Enterprise Chamber. Until 22 November 2019, interested parties could respond to the public consultation on the preliminary draft.

On behalf of Wintertaling, Marein Smits and Martin Blom have responded to the public consultation. In their contribution, they draw attention to the position of holders of depository receipts (certificaathouders) and they propose to give certain depository receipt holders access to the statutory dispute resolution procedure.

You can read their contribution here. (in Dutch) (mirror)

Workshop GO!-NH – 19 November 2019

Wintertaling partner of GO!-NH

On 19 November 2019, Wintertaling, together with Leapfunder, gave a presentation and workshop on the legal and economic aspects of startups and financing, for the fourth time as part of the accelerator programme of GO!-NH.

GO!-NH is the programme of the province of Noord-Holland in which 13 startups and spinoffs accelerate their business in three months through training, tools and professional support from experts. Tim Carapiet explained the basics of setting up a BV (Dutch limited company), structuring the company, various forms of financing and the terms conditions associated with convertible or equity investments. In one-on-one sessions, all participants were legally screened and helped on their way through the legal jungle in order to setup their startup in the best possible way.

For more information on how Wintertaling may assist your startup, please visit the page of Wintertaling Startupdesk.

Sympower raises €3 million in Series A funding round

Sympower raises €3 million in Series A funding round

Sympower, an international scale-up driving the energy transition, has raised €3 million in a Series A funding round from Dutch investment funds Social Impact Ventures and Participatiefonds Duurzame Economie Noord-Holland (PDENH), current investors and team. The investment will fund international growth in order to maximise the impact on electricity systems across the globe. The goal is to become the leading global platform for providing sustainable, distributed balancing services to the electricity system. Remaining an independent player on the different energy markets will continue to allow for fast and unrestricted scaling of services and partnerships.

Sympower provides cost-effective and sustainable balancing services to the electricity grid. The Sympower software platform responds to fluctuations in the supply and demand of electricity grid in milliseconds, by regulating the consumption or generation of electrical installations across multiple industrial and commercial sectors, while taking care not to interrupt primary processes.

Sympower was advised by Tim Carapiet from Wintertaling advocaten en notarissen.

Press release: