Mergers and Acquisitions
VRIMAN M&A Lawyers act for the buyer, seller, target or management. Since we service both buyers and sellers, we know what to say or do under any particular circumstance. Whether structured as a share or asset sale, organised as an auction or bilateral sale process – we have the legal experience and competence to get you there. We know what market practice is.
Joint ventures & Minority Investments
Joint ventures, alliances and minority investments can be strategic valuable structures for companies as well as financial investors, in particular where outside partners are better placed to provide specific market or business knowledge or financial resources.
We advise our clients on project-based joint ventures, new venture JVs and strategic minority investments. We have the experience and knowledge to best protect your deal specific interests as a shareholder, whether being minority, majority or 50/50 shareholder – common issues and pitfalls to consider relate to voting and deadlock, exit, transfer restrictions and restrictive covenants, such as exclusivity and non-compete arrangements.
Venture Capital, Private Equity & other Financial Investors
Venture Capital / Growth Capital
We advise both investment funds as well as start-ups in early stage and follow-on investments. We have successfully completed multiple seed financings as well as Series A, B and C follow-on transactions to the satisfaction of our clients.
We have extensive experience in advising financial advisors on a wide range of buyout deal types, secondary and add-on transactions, joint ventures and minority investments, and management incentive plans (whether structured through so-called STAKs or otherwise). The quality of our practice is best evidenced by the close continuing relationships we have built with our (international) private equity clients. Furthermore, we work closely with our PE client’s portfolio companies advising them on add-on acquisitions or divestments and assisting in structuring management incentive plans.
Institutional and other financial investors
We advise institutional investors on co-investment transactions alongside private equity funds as well as strategic partners, whether structured as direct joint venture/minority investments in the target or indirect investments in PE-managed investment vehicles.
Corporate Law Aspects
We advise on all Dutch corporate law aspects, including share capital structuring, shareholder loans, dividend and other distribution policies and accounting law (jaarrekeningenrecht) matters. Furthermore, our offering includes advising on vesting of security rights over Dutch assets. We provide legal opinions within the context of M&A or finance transactions.
We advise financial investors as well as corporate clients and management, including non-executive directors, on all kinds of corporate governance matters, including advising on voting arrangements, director’s duties and liabilities, conflict of interest matters, board structures (one tier, two tier, shareholder committees) and setting up of board regulations and board committees.