Corporate law

Corporate law and governance

The board, shareholders, articles of association and internal regulations form the framework of your company. We advise on decision-making, representation and liability.

Contracts and commercial agreements

Purchase, service, distribution and confidentiality agreements need to match your risk profile. We draft contracts, assess counterparties and handle disputes. See contracts.

Shareholder disputes and deadlock

When tension arises between shareholders or partners, we first look for a solution that lets the business keep going – often through mediation. Where necessary, we litigate in a targeted way.

Director liability

Directors can be held personally liable. We help with prevention, defence and the dismissal of directors (directors' resignation).

Mergers, acquisitions and transfer of undertaking

In M&A and the transfer of activities, we assess staff transfer, contracts and transfer of undertaking. We link reorganisations to reorganisations.

Litigation and urgent matters

In acute conflicts, summary proceedings or full litigation may be needed. We combine litigation experience with knowledge of your sector.

Reorganisation and personnel

A reorganisation or merger often has a direct impact on employment law: social plan, collective dismissal, transfer of undertaking and director arrangements. We coordinate both sides so your timeline and communication form one coherent whole.

See also reorganizations and mergers and the broader labour law practice for personnel aspects.

International and group structures

Dutch entities within international groups have to deal with articles of association, governance, intercompany contracts and local employment-law obligations. We work in Dutch and English with management and foreign advisers.

For scale-ups and family businesses

In growing companies and family businesses, shareholder structures, management arrangements and the employment-law position of directors often interact. We help set up decision-making, advisory roles and shareholder agreements that prevent tension.

Contractual risks in practice

Many disputes arise from unclear delivery or liability clauses, indexation, penalty clauses or termination. We review contracts before signing and guide renegotiation when a party falls short.

Why Sørensen Advocaten for corporate matters

We combine corporate law with a strong employment-law practice – essential when governance, personnel and transactions come together. That saves time and prevents conflicting advice from different firms.

Our approach is down-to-earth and solution-focused: first the commercial core, then the legal route. We litigate in a targeted way, not automatically.

For a first impression of our firm: organization, our lawyers and contact.

From advice to execution

Corporate-law questions don't stop at a memo. We guide negotiations with counterparties, the works council and shareholders, draft documents ready for signature, and stay involved through implementation.

That applies to management agreements, shareholder resolutions, management letters or arrangements following a dispute. You keep a single legal point of contact from strategy through to signature.

For cross-border groups, we align with your international counsel and translate Dutch obligations into what your holding company needs to know.

Compliance and directors

Director liability, publication obligations and governance remain points of attention – certainly during growth, financing or a change of shareholders. We help with prevention and with defence when liability is invoked.

Due diligence and transactions

In an investment, sale or shareholder swap, we review contracts, management arrangements and employment-law implications. That prevents surprises after closing. See transfer of undertaking and reorganisations.

Litigation and disputes

When negotiation stalls, we litigate on breach of contract, shareholder disputes or liability. Our link with labour law is relevant when directors hold both a management agreement and a statutory role.

First contact

Schedule an introduction via contact or call +31 10 249 24 44. We discuss your question, scope and fees before we start.

Governance in family and owner-director structures

In family businesses and owner-director set-ups, private and business interests often run together. Articles of association, shareholder agreements and management agreements need to align with each other.

We help prevent deadlock, exclusion and director liability in internal conflicts.

Financing and security

With bank financing, private equity or a vendor loan, security, covenants and change-of-control clauses often play a role. We assess what directors sign personally and which contractual changes the financier requires.

Intellectual property and licences

Software, trademarks, patents and know-how are often core assets. We advise on licences, transfer in M&A and ownership disputes between founders, employees and external developers.

Insolvency and restructuring

In the event of impending insolvency or a WHOA restructuring process, contractual rights, suppliers and personnel play a role at the same time. We coordinate with insolvency administrators, financial advisers and labour law so you know which steps are feasible.

Scale-ups and investors

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

That prevents surprises at the next funding round or exit.

See the corporate law and governance section above for more on articles of association.

Advice in English

International groups, holding companies and directors with English-language contracts engage us for review and negotiation. We work in Dutch and English and coordinate with foreign counsel.

Second opinion and proactive advice

Directors and owner-directors engage us for a second opinion before signing or litigating – or when internal advice and external counsel diverge.

Proactive governance advice prevents small errors in articles of association or contracts from later growing into shareholder disputes or liability.

Compliance and the directors' register

The Management and Supervision Act, the UBO register and liability insurance all call for up-to-date documentation. We review governance and advise on liability risks before they escalate into a dispute.

Scale-up and growth

Growing companies need a structure that grows with them: shareholder resolutions, management agreements and contracts that hold up through funding rounds.

Family offices and holding companies

Family holding companies and group structures require alignment between articles of association, management agreements and labour law for owner-directors and employees within the group.

Transactions and personnel

In M&A, we link corporate law to transfer of undertaking and reorganisations – one team for the board and HR.

Sørensen corporate law

From governance to transaction: we combine corporate law, contracts and employment law wherever personnel is involved. Get in touch for an intake in Rotterdam or remotely.

When do you need a lawyer?

In the case of a director conflict, breach of contract, shareholder dispute, M&A, questions about liability or a planned reorganisation. Also when shareholders reach a governance deadlock, or an agreement with a business partner needs to be reviewed before you sign.

Our approach

Commercial understanding, legal precision and clear communication with the board and advisers. We work with fixed points of contact, short lines of communication and documents that are workable in practice – not just legally correct on paper.