Simply following the rules is not enough. For each type of company and sector, it is important to consider not only what is required by the case law, soft law and codes but also what would be most effective for the company.
Our multidisciplinary Corporate Governance team advises on the roles and responsibilities of various corporate bodies, decision-making processes, application of corporate governance regulations, the role of stakeholders and supervisory authorities and other corporate governance issues.
The team helps corporate clients achieve and maintain a balanced distribution of control, so as to guarantee effective and precise decision-making and optimally facilitate fulfilment in the interest of the company.
Corporate governance is a broad and complex subject. Standards pertaining to good governance and supervision are often difficult to sum up in concrete rules, despite the importance of compliance. In our advisory work, we apply an integrated approach, paying particular attention to striking appropriate balance between various factors including:
- Short- and long-term interests
- Provision of room for entrepreneurship and protection of special interests
- Governance autonomy and stakeholder influence and involvement
- Flexibility and the business and investment climate versus risk reduction, control and compliance
- The profitability and competitiveness of the business and possibilities to make a meaningful contribution to society
In this regard, simply following the rules is not enough. For each type of company and sector, it is important to consider not only what is required by the case law, soft law and codes but also what would be most effective for the company. Our team keeps a close eye on new legislation and regulations as well as market and societal developments.
Our core Corporate Governance team consists of specialists in corporate, financial and accounting law. When necessary, the team works closely with specialists from other practice groups within the firm as well as with external experts, such as accountants. Our Corporate Governance team advises both Dutch companies and multinationals, listed or unlisted, as well as financial institutions, pension funds, semi-public institutions and entities active in various other vital sectors such as telecommunications and energy.
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The activities of our Corporate Governance team
- Advising on the structure and distribution of control, reporting obligations, the assessment of strategic choices and liability issues
- Guiding and advising on self-assessments by boards and supervisory bodies
- Advising on precise and robust decision-making processes in relation to corporate events such as acquisitions and restructurings
- Preparing customised articles of association, regulations, exit rules, board covenants and management letters
- Advising on responsibilities and control possibilities and the concrete implementation of directors' and auditors' duties
- Advising on the role of consultative or advisory bodies, such as the works council
- Designing corporate structures
- Overseeing changes to the management structure, e.g. two-tier board structure, one-tier board structure, executive committee, etc.
- Supporting compliance with and the implementation of laws and regulations
- Advising the government on the drafting of new laws and regulations
- Publishing and speaking on legal developments in the areas of corporate governance and company law
Should you have any questions, do not hesitate to contact us.
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UBO
Virtually all financial and legal institutions, such as law firms, estate agencies and banks, must ensure that the services the provide are not misused to launder money or conceal that money has a criminal origin. An important and effective instrument in this obligation is the Dutch Act on the Prevention of Money Laundering and the Financing of Terrorism [Wet ter voorkoming van witwassen en financiering van terrorisme] (Wwft).
Based on the Wwft, special attention must be devoted to unusual transaction patterns and transactions that have an increased risk of money laundering or terrorism financing. For example, the Wwft imposes obligations on service providers, such as the requirement to investigate their clients’ identity and the origin of funds and also to be on the alert for money laundering. In short, compliance with the Wwft contributes to a stable and reliable financial system. The Wwft originates in European legislation which obliges each EU Member State to incorporate it into their national legislation.
