Corporate & Commercial Litigation

Corporate & commercial litigation

Disputes within or around your company can block business operations. We act decisively to limit escalation and avoid unnecessarily stalling your ambitions.

Whether it concerns shareholder disputes, breach of contract, liability or attachment — we combine litigation experience with knowledge of your sector and organisation.

Shareholder disputes and partnership conflicts

Tension between shareholders, partners or family members in a business often arises during growth, an exit, or a difference of opinion on strategy. We first look for a solution that lets the business keep going — often through mediation.

Where necessary, we litigate on exclusion, forced buy-out of shares, deadlock or breach of shareholder agreements.

Board and governance

Duties, powers, internal regulations and decision-making form the framework of your company. We advise on representation, statutory duties and the relationship between the board, the works council and shareholders.

For major decisions, we check whether procedures are correctly followed — prevention is better than a defence against director liability.

Director liability

Directors can be held personally liable in cases of mismanagement, bankruptcy or breach of duty of care. We help with prevention (governance, D&O, documentation) and with defence when liability is invoked.

That line often runs together with labour law when a director also holds a management agreement.

Acquisition disputes

In M&A, a management buy-out or a shareholder swap, warranties, earn-outs, locked-box mechanisms or post-closing adjustments can lead to disputes. We assess the prospects of litigation and negotiate where commercially sensible.

We review due diligence and contracts in connection with what goes wrong after closing.

Commercial and trade disputes

Delivery disputes, breach of contract, distribution and agency disputes, and liability issues are part of our daily practice. Claudia Janssen and Harry Voermans have extensive experience in commercial litigation and contract law.

We also give second opinions on the prospects of litigation and strategy.

Real estate and (installation) construction disputes

Construction and installation projects carry their own risks: additional work, completion, UAV-GC, FIDIC, and the liability of contractor and client. We litigate and negotiate in these sectors.

Early advice prevents a project from stalling due to a legal impasse.

Insolvency and impending bankruptcy situations

In the event of impending insolvency, director liability, preferential creditors and contractual rights all play a role at the same time. We coordinate with insolvency administrators and financial advisers.

See also corporate law for restructuring and the WHOA context.

Attachment and urgent matters

Acute situations call for summary proceedings, pre-judgment attachment or fast damage limitation. We act quickly and assess whether litigation or settlement is the best route.

In urgent matters, call +31 10 249 24 44 and state the relevant deadlines straight away.

Articles of association, structure and the notary

We work out BV, NV, holding, foundation (STAK) structures and shareholder agreements together with notaries. On incorporation, investment or restructuring, we align the articles of association with what you actually need in practice.

We review drag-along, tag-along, liquidation preferences and management arrangements for founders and investors.

Litigation: summary and full proceedings

When negotiation or mediation does not work, we litigate in a targeted way — never as an automatic step. We build a case that holds up and keep an eye on the commercial follow-up.

We discuss the prospects of litigation and costs honestly before we start.

Prevention and management agreements

Management agreements, management letters and internal compliance prevent many disputes. We draft documents and review existing arrangements before they escalate.

That fits with our broader corporate law advice: getting structure and contracts in order before things go wrong.

International groups and holding companies

Dutch entities within international groups have to deal with local governance, intercompany contracts and director liability across multiple jurisdictions.

We work in Dutch and English and coordinate with foreign counsel — essential in cross-border disputes and contracts.

Scale-ups, founders and investors

In growth financing and shareholder swaps, investor agreements, liquidation preferences and drag-along clauses come into play. We explain what founders and management sign, and negotiate where there is commercial room.

We guide disputes over valuation, exit or co-founders through negotiation, mediation or litigation.

Working together with employment law

Directors often hold both a management agreement and a statutory role at the same time. In dismissal, competition or liability matters, those lines run together with labour law.

One firm for both sides prevents conflicting advice and speeds up decision-making.

Live practice: the topics we’re often called about

Our live practice shows that companies mostly seek legal help with acquisition disputes, shareholder and partnership conflicts, director liability, commercial disputes, real estate and construction matters, insolvency and attachment.

We assess the prospects of litigation and give second opinions — so you know whether negotiation, mediation or litigation is the next step.

First contact

Briefly describe your situation, the parties and the urgency via contact or call +31 10 249 24 44. We schedule an intake and discuss scope and fees before we start.

In the event of imminent summary proceedings or attachment, we respond as a priority on working days.

Case law and current developments

Corporate law and corporate litigation follow continuous case law: director liability, shareholder protection, contractual liability and insolvency law. We track relevant rulings and translate them into advice for your case.

That prevents you from relying on outdated templates or strategies that no longer hold up under current case law.

Employers, directors and shareholders

Whether you are an owner-director, a shareholder in a family business, an investor or a director within a group: we speak your language — commercial and legal.

We support board meetings, shareholder resolutions and correspondence with counterparties. English-language support is available.

Breach of contract and liability

Commercial disputes often concern delivery, payment, warranties, intellectual property or the termination of a long-standing relationship. We assess breach of contract, rescission and damages.

A targeted notice of default or settlement is often more efficient than years of litigation — we advise on what fits your commercial interest.

Our live practice also includes assessing the prospects of litigation and guidance on attachment — so you quickly gain clarity on the next step.

Shareholders’ agreement and exit

In founder disputes or an exit, shareholder agreements, drag-along provisions and good leaver / bad leaver clauses often play a role. We negotiate and litigate with an eye on a commercial resolution.

Insolvency and directors

Bankruptcy and suspension of payments affect director liability and creditors. Early advice on conduct and documentation limits personal risk.

Corporate governance checklist

An annual review of the articles of association, shareholder resolutions, management agreements and liability insurance prevents surprises in a dispute or due diligence.

Board and shareholders

Corporate disputes often affect the board, the articles of association and shareholder resolutions. We support the board and shareholders with a focus on a commercial outcome.

Sørensen corporate & commercial litigation

We guide corporate disputes and governance matters with commercial understanding and legal precision. Call or email for an intake — often a same-working-day response in urgent matters.

Litigation costs and attachment

In the event of imminent attachment or summary proceedings, we calculate the prospects of litigation and costs in advance — so you know where you stand before you litigate.

When do you need a lawyer?

In the case of a director conflict, shareholder dispute, breach of contract, threatened liability, an acquisition dispute, or when you want the prospects of litigation assessed.

Our approach

Decisive action, commercial understanding and legal precision — negotiating where possible, litigating where necessary.