Corporate law  in this day and age.

Starting a company in the Netherlands starts with choosing a legal form, such as a BV (private limited company) or NV (public limited company). Both the BV and the NV require a notarial deed setting out the articles of association. These articles contain provisions on, among other things, the purpose of the company, the distribution of shares and the rights of shareholders. Once the deed has been drawn up, the company is registered with the Chamber of Commerce (CoC). When a BV is formed, an initial capital has to be deposited, which as of 2012 can be symbolic (e.g. one euro). A shareholders' register is also set up to record who owns the shares and how they are distributed. Companies must also comply with tax and administrative obligations, such as applying for a VAT number from the tax authorities.

Directors of companies can be held personally liable if they fail to carry out their duties properly. This is known as directors' liability and can arise in situations such as mismanagement, bankruptcy or failure to comply with statutory or regulatory obligations. In the case of mismanagement, a director can be held liable for the debts of the company. In addition, in the event of bankruptcy, the liquidator can assess whether there has been mismanagement in the three years prior to bankruptcy, which can lead to personal liability. Directors can protect themselves against this by keeping proper records, reporting on time and ensuring that they act in the best interests of the company. It is also possible to take out directors' liability insurance, which provides protection in the event of a claim.

A shareholders' agreement is a document that governs the mutual arrangements between the shareholders of a company. Although not required by law, this document provides protection and clarity, particularly in situations where conflicts may arise. The agreement includes provisions on voting rights, the distribution of profits (dividends), the transfer of shares and procedures in the event of disputes between shareholders. Drafting a shareholders' agreement often requires customisation, as each company and shareholder structure is unique. It may include agreements on the protection of minority shareholders, the exit policy for the sale of shares and any non-compete clauses. As a shareholders' agreement is usually not public, it offers more flexibility than the articles of association, which are publicly available through the Chamber of Commerce. It is advisable to seek legal advice when drafting a shareholders' agreement to ensure that it is clear and enforceable.

Mergers and acquisitions (M&A) are governed by a combination of national and international law, depending on the companies involved. There are different types of merger, such as a legal merger, where two companies merge to form one legal entity, or a share merger, where one company buys the shares of the other. Acquisitions can take place through the purchase of shares or assets. An essential part of mergers and acquisitions is due diligence, in which the acquirer examines the financial, legal and operational situation of the target company in order to identify any risks. In addition to these procedural aspects, competition law rules also play a role, especially if the merger or acquisition results in a large concentration of market shares. In the Netherlands, the Authority for Consumers and Markets (ACM) can intervene if a merger or acquisition distorts competition in the market. Shareholders also play an important role, as their approval is often required to complete a merger or acquisition. Finally, foreign investment laws may also need to be considered in international deals. Finally, there are sector-specific laws and regulations.

Shareholders have both rights and responsibilities within a company. One of the most important rights is the right to vote, which allows shareholders to vote on important decisions at the Annual General Meeting (AGM), such as the appointment of directors, the approval of annual accounts and decisions on mergers or acquisitions. Shareholders are also entitled to dividends, i.e. a share of the company's profits, provided the company has made a profit and there are sufficient reserves to pay dividends. In addition, shareholders have a right to information that gives them insight into the company's affairs. This right to information includes receiving the annual report and other financial documents.
On the other hand, shareholders also have duties, such as the obligation to pay the share capital paid in. In some cases, such as a private limited company, shareholders may also be obliged to contribute to any deficits, although in principle their liability is limited to the amount of their investment. In addition, shareholders must abide by the company's articles of association and any agreements set out in a shareholders' agreement.