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.

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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.

Uitnodiging UBO event – 26 november 2019

Veiligheid vs. privacy?
Een praktische handleiding bij de komende UBO regelgeving.

Op 10 januari 2020 wordt het Ultimate Beneficial Owner (UBO)-register ingevoerd. Wat houdt dit in? Wat betekent dit voor de privacy van personen en bedrijven die in dit register komen (en wie komt erin)? En hoe ver ga je eigenlijk als bedrijf met de identificatie en verificatie van uw klanten?

Op 26 november a.s. organiseert Wintertaling advocaten en notarissen het UBO event en zal onze speciale gast Tony de Bree zijn visie geven op het UBO-register en op alle vragen die daarover rijzen.

Tony de Bree heeft 26 jaar ervaring in en rond de internationale financiële sector. Hij heeft zich gespecialiseerd in het UBO-register en diverse artikelen daarover geschreven. Daarnaast is hij management adviseur voor grote organisaties, gastdocent en auteur van o.a. Dagboek van een bankier.

Geef je op via de volgende link: uitnodiging UBO event

SolarCreed wins FMO Finture Solutions challenge 2019

SolarCreed wins FMO´s Finture Solutions challenge 2019

SolarCreed is one of the winners of FMO’s Finture Solutions challenge 2019. Finture Solutions aims to scale start-up businesses that have a positive impact in emerging markets. The solutions provided by SolarCreed are supporting the food production of farmers in Nigeria and therefore contribute to food security of the local population by using renewable energy sources.

FMO is the Dutch entrepreneurial development bank. They invest in more than 85 countries, support jobs and income generation to improve people’s lives in those parts of the world where the biggest difference can be. In addition to funding, they help companies to operate transparently and to grow in an ecologically and socially responsible way.

SolarCreed is a Dutch start-up. It was founded in 2016 to empower farmers in Africa to use the sun to grow, preserve, package and distribute food. SolarCreed is providing farmers in Nigeria with solar and water pump solutions to increase their productivity.

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

Press release:

 

Bill for an Act on the Confirmation of Private Plans (ACPP)

The bill for an Act on the Confirmation of Private Plans (‘ACPP’), submitted on 5 July 2019, enables a business on the brink of insolvency to impose a compulsory plan on its creditors and shareholders, outside suspension of payments and bankruptcy proceedings. The ACPP bill takes inspiration from the British Scheme of Arrangement and the US Chapter 11 procedure. The pre-insolvency plan provided for in the bill will give companies in financial difficulties an excellent opportunity to restructure. It will then no longer be necessary, as Van Gansewinkel Groep BV did in 2015, for example, to move to England for this purpose. The Netherlands is expected to become a very appealing jurisdiction for struggling businesses wishing to restructure.

Pieter Christiaan van Prooijen of Hermes Advisory and Martin Poelman of Wintertaling discuss the main features of the ACPP bill in a contribution of October 2019, which you can find here. For more information on this subject please contact Martin.

 

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:

 

Wintertaling partner of Amsterdam Capital Tour XXL 2019

On 23 September 2019, Paula Schouten, Jasper Franke and Tim Carapiet, members of the Wintertaling startup desk joined Amsterdam Capital Tour XXL: special Capital Tour by Night edition, as part of the Amsterdam Capital House (former Amsterdam Capital Week).

Also this year, Wintertaling was a proud sponsor of this great event that brings together startups and capital within the Amsterdam startup ecosystem. Amidst the founders, RVO, angel investors and venture capital funds, Wintertaling hosted several roundtables at STAN&CO and talked to founders about the legal aspects of investments, how you commit your (future) employees and how you protect your business under Dutch Law. It was a great capital tour edition with a fantastic closing setting at the Waalse Kerk for networking and drinks. Thank you to all our table guests!

LinkedIn Post

Holland Capital invests in Valori

Holland Capital invests in Valori

Investment company Holland Capital has acquired a majority interest in Valori, the largest independent software testing and quality assurance player in the Netherlands. With the chosen strategy, Valori wants to further strengthen its position in the field of software testing and quality assurance and achieve a turnover of approximately EUR 50 million.

Valori was founded in 1989 and is based in Utrecht. Valori tests new computer systems or modifications to existing systems. With more than 200 specialized professionals it has knowledge of a large number of sectors, tooling and software platforms. Valori supports its clients in the architecture, testing and monitoring of software implementations. Valori has been a client of both AM and BM at the Utrecht office for many years. There has been extensive cooperation between the three departments.

Holland Capital is one of the first independent private equity firms in the Netherlands. For more than 35 years, they have been investing responsibly and successfully in promising Dutch SMEs with growth ambitions. With a clear investment strategy, they respond to long-term trends in attractive growth markets, focusing on Healthcare and Technology.

Valori was advised by Marein Smits from Wintertaling advocaten en notarissen.

Press releases: