VIOTTA acted as legal advisor for its longstanding client Quality Tailors on the formation of a joint venture with Julioli Fashion to merge its retail chains into Fredericks & Hendersons in the Netherlands. The new company will be one of Europe’s leading producer of corporate identity clothing.

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05 / 01 2022

The purchase price adjustments in company acquisitions

In most transactions, the purchase price is based on the value of the company on the day the shares or assets/liabilities are delivered by seller to buyer. This value can be derived from the company's financial statements on the same transfer date. 

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05 / 01 2022

The different phases of a SPAC

The purpose of the founders of a SPAC, called “sponsors”, is to raise capital through an issuance of shares and warrants that are listed on a stock exchange, called “units” combined.

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15 / 12 2021

Selective payments: when do they lead to directors’ liability

This basic principle changes if the company runs into liquidity problems. In that instance, directors must be careful.

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15 / 12 2021

Intention of the parties leading in the interpretation of the provision in shareholders’ agreement

A payment schedule was also attached to the shareholders' agreement, according to which a shareholder loan provided by X was repaid. Deviation from the repayment schedule required approval from X.

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08 / 12 2021

Franchisors beware: this is the way to avoid proceedings

The obligations that a franchisee and a franchisor have towards each other may differ in form.

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19 / 11 2021

This is why the preliminary relief judge passes an arbitration agreement

Notwithstanding an (international) arbitration clause agreed between the parties, the preliminary relief judge may consider itself competent to take cognizance of the dispute. This is very remarkable given that the parties have excluded this possibility by arbitration agreement. On the basis of a recent decision of the Amsterdam District Court, procedural lawyer Martijn Kesler explains how this works.

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