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Expertise

We work with entrepreneurs, founders, start-ups and scale-ups, family businesses, pension funds, service providers, investment managers, investors, financiers and private equity firms in corporate law, financial law and commercial contract law.

We take a keen interest in the issues that concern our clients. Our many years of in-house experience mean we understand better than anyone how much a changing legal and regulatory landscape affects your organisation: the way it is structured and its relationships with clients, suppliers, partners, competitors and regulators. We combine that insight with excellent legal expertise and a practical understanding of the underlying economic and operational processes.

This combination lets us look at our clients' questions from several perspectives and offer practical solutions. We often work in a multidisciplinary setting, and we draw on a wide network of experts such as operational risk managers, actuaries and compliance officers.

Corporate law

Running a business brings challenges and opportunities. Some you tackle yourself; others are complex and call for a specialist. We help you with the legal challenges you face, whether in the start-up phase, in a reorganisation or when buying or selling a company.

We think in solutions and see it as our role to help you achieve your goals. Our approach is independent, transparent and tailored to your needs.

How we can help

  • Shareholders' agreements
  • Joint ventures and cooperation agreements
  • Shareholder disputes
  • Corporate governance
  • Internal and external policies
  • Corporate authorisation
  • Letters of intent and confidentiality agreements
  • Sale and purchase agreements
  • Management buy-outs
  • Due diligence

Financial law

European financial legislation and regulation have grown substantially over the past decade, with far-reaching consequences. Applying these rules correctly within your organisation has become more challenging, and market developments keep bringing new questions. Existing financial products and services must remain compliant, and new ones must comply from the start.

Financing and alternatives

We assist lenders and financial institutions with regular financing, alternative financing and sustainable finance, and help lenders protect their investments in distressed loans.

  • Loan agreements and LMA documentation
  • Subordinated debt
  • Alternative financing, leasing and factoring
  • Guarantees and surety
  • Security documentation: charges and pledges
  • Restructuring

Investment management

We act for pension funds and other institutional investors on discretionary and fiduciary management, and for asset managers on their duties towards their clients.

  • Investment management and fiduciary agreements
  • Structuring and setting up investment funds
  • Legal due diligence, including ESG (SFDR, EU Taxonomy)
  • MiFID, AIFMD and EMIR advice
  • Permits and exemptions

Outsourcing

When activities are outsourced, the risk stays with the management of the outsourcing party. We help you stay in control, from pre-outsourcing analysis to exit.

  • Outsourcing policies and regulatory requirements
  • Pre-outsourcing analysis and due diligence
  • Outsourcing and service level agreements
  • Exit planning and periodic review

Trading documentation

We help corporates, institutional investors and financial institutions with the full range of over-the-counter and exchange-traded derivatives.

  • ISDA documentation and architecture
  • Central clearing documentation
  • Securities lending (GMSLA) and repurchase agreements (GMRA)
  • Custody, account opening and brokerage documentation

ESG law

Every organisation, small or large, will sooner or later be confronted with environmental, social and governance matters. Embedding new legislation affects the business model and strategy, sustainability targets, internal policies, due diligence throughout the value chain and the disclosures an organisation makes.

Due diligence and ESG contract management are essential to reduce these risks. Negotiating, tracking and monitoring ESG criteria in contracts with shareholders, financiers, suppliers, service providers and customers helps you comply with regulatory requirements, create value and reduce the risk of litigation, fines, reputational damage and financial loss.

How we can help

  • Impact analyses of ESG legislation
  • ESG policies and procedures
  • ESG due diligence
  • ESG clauses and KPIs in contracts
  • Disclosures and transparency requirements
  • Your legal risk framework

Contracts

Clear contracts and well-managed expectations are crucial for a successful business relationship: to avoid disputes, to capture your risks and financial interests as well as possible and to make the most of your opportunities.

We advise on, draft and negotiate commercial contracts, whether you are entering into, changing or ending a relationship with a business partner.

How we can help

  • General terms and conditions
  • Distribution and agency agreements
  • Service and supply agreements
  • Service level agreements
  • Advisory and consultancy agreements
  • Outsourcing agreements
  • Data processing agreements
  • Termination agreements
  • Powers of attorney

Disputes

Conflicts arise when it is not clear what parties may expect from each other, when a party breaches its obligations or when rules are broken. Many disputes can be resolved without court proceedings or arbitration, through alternative dispute resolution or an out-of-court settlement.

We look beyond your legal position alone: the commercial relationship between the parties and the costs of litigation against its expected benefits weigh in our advice.

How we can help

  • Directors' liability
  • Claims under guarantees, sureties, indemnities and contracts
  • Shareholder disputes
  • Disputes under cooperation agreements
  • Duty of care and misleading information
  • Interim relief proceedings and attachments
  • Settlement agreements

Green Swans

Through Green Swans we can scale our services to the demands of each client, on a temporary or a structural basis, depending on their needs and preferences. Visit greenswans.eu.

How we can help

  • Legal advice
  • Business management consultancy
  • Regulatory change
  • Governance
  • Due diligence
  • Risk management
  • Change management
  • Training and instruction