Our team advises on corporate law matters on a daily basis. We have particular experience in advising on acquisition structures, negotiating and drafting shareholders’ agreements, joint ventures, direct investment, corporate restructurings, governance, unincorporated and uncommon company types, director/auditor liability and certain aspects of accounting law.
contrast's corporate and M&A team is a 'diligent and hardworking team, which is excellent on all levels'.
Legal 500 EMEA
We have negotiated various complex shareholder agreements in connection with management buy-outs and joint ventures, both acting for minority as well as for majority shareholders. We also have particular experience with the role of the “board room counsel” advising boards, chairmen or executive management on the legal aspects of their strategy and on corporate governance issues that may sometimes arise.
We have experience with all types of corporate transactions and restructurings. At the request of certain clients, we assist in the organization of their board or shareholders’ meetings and handle corporate registrations and publications.
- legal counsel advising a Belgian shareholder of a cooperative joint purchasing structure with foreign competitors on the orderly withdrawal and resignation as shareholder;
- legal counsel advising fund manager in evaluating exit options for a real estate investment fund, including assistance during shareholders’ meetings;
- lead corporate counsel for a multinational company coordinating the organization of a shareholder consultation process and structuring and implementation of a significant capital increase supported by a leading private equity investor and various groups of shareholders in multiple jurisdictions (including parallel negotiations with syndicated lenders to amend senior debt and security agreements);
- lead corporate counsel coordinating a multi-jurisdictional corporate legal review of almost 50 subsidiaries for a multinational company;
- advising the board of a distressed company in its relations with shareholders in connection with a rescue plan and the preparation of general meetings;
- negotiation of a joint venture agreement for the development of a major off-shore renewable energy project in the North Sea;
- negotiation of a shareholders’ agreement between a substantial number of shareholders of an R&D company with a previously unorganized shareholder structure at the occasion of a capital increase.
contrast advises purchasers and sellers of businesses in all phases of their M&A activities. We can complete a transaction, from the initial stage, through due diligence, to the conclusion of final agreements.
- lead counsel negotiating and coordinating the sale of a multi jurisdictional business unit operating through subsidiaries in 12 European countries (asset deal);
- lead counsel advising an Asian seller of a Belgian company with a significant manufacturing plant located in the Flemish region;
- lead counsel advising German and UK sellers of a logistics company with Belgian and German subsidiaries;
- lead counsel advising the sellers of a controlling stake in a reputed advertising agency with Belgian and Dutch subsidiaries;
- lead counsel investigating and negotiating the acquisition of a Belgian company with subsidiaries in various European countries for a foreign private equity house;
- acquisition of a Belgian company with activities throughout Europe for a multinational distribution company;
- acquisition of industrial land and a chemical plant and negotiation of various supply and service agreements;
- advising a listed investment company in connection with the acquisition of control through subscription to a capital increase of a multinational high-tech company and negotiation of related subscription, shareholders’ and subordinated debt agreements.
- legal organization of an international auction sale process of a Belgian distribution company and negotiation of sale agreement;
- advising Belgian and Dutch/German investment companies in hte successful sale of their jointly-held portfolio of minority investments in investee companies located in four European countries; this type of portfolio sale was unprecedented in the Benelux;
- various MBO, LBO, recapitalization and secondary buy-out operations, acting for buyers or sellers;
- sale of majority shareholding in a multinational group listed on Euronext.
- A number of these transactions required either EU merger clearance or national merger clearances in specific member states.
Combining the experience of our Competition & EU team with that of our Corporate & Business team, contrast drafts, negotiates and reviews commercial contracts and other commercial documents on a wide range of matters such as sale, supply and subcontracting, agency, distribution, commission, franchising, strategic and development co-operation, licensing, rent, loans, construction and the acquisition or leasing of real estate.
Our firm currently assists several companies in a variety of industries regarding all contractual aspects of their distribution and trade practices dealings.
In 2012, lawyers of our team wrote a book on ‘General Conditions’, which was published in Belgium by Larcier Publishers and has become a bestselling monograph on the topic of general sales and purchase conditions.
The lawyers have a good balance of dedication and technical skills and are able to find the necessary solutions.
Amicable dispute resolution
Our aim is always to help our clients to avoid litigation. We regularly negotiate amicable settlement arrangements having regard to the client’s commercial objectives and the legal and reputational risks at stake.
In case litigation is unavoidable, contrast has a broad experience in litigation, including in seeking and defending summary proceedings. We act for clients in a variety of areas, including unfair trade practices, distribution law and commercial disputes of a contractual nature.
We are very active in competition law litigation before various national and international jurisdictions. Our expertise in competition law matters, combined with our track record in handling complex litigation, have resulted in many major companies turning to contrast for litigation support in the competition law field. We assist in M&A-related disputes and litigation involving director and auditor liability, and have been involved in a number of high-profile criminal and civil litigation cases both in Belgium and internationally.
Several team members have national and international arbitration experience, whether it be by representing clients in institutional or ad hoc arbitrations or by acting as arbitrators.