This practice group provides legal assistance on all aspects of business law.
Gwen Bevers leads this practice group.
The Business Law practice group has the following areas of specialisation:
Corporate and M&A
The members of the Corporate Law and Mergers & Acquisitions (Corporate and M&A) team have years of practical experience concerning transactions and consulting. They advise on all aspects of a merger or acquisition, from the initial discussions and negotiations to the execution of the transaction. Schoups provides multidisciplinary services such as performing legal due diligences, drafting and negotiating non-disclosure agreements (NDA´s), letters of intent (LOI´s), share purchase and asset purchase agreements, shareholders´ agreements, management agreements and all other transaction-related legal documents.
Furthermore, Schoups regularly applies its strong corporate expertise in litigation matters (e.g. directors´ liability and stakeholder and management disputes). Finally, the team supports clients both in organising their board and shareholders´ meetings (corporate housekeeping) and in the framework of more complex corporate restructurings (incorporation, (de)mergers, dissolution, warrant and bond issuances, etc.).
Corporate Dispute Resolution
For all corporate dispute resolution matters, Schoups has expressly opted for a team composed of both corporate lawyers (with an expertise in e.g. transactional mechanisms/contracts and the corporate principles underlying the dispute at hand) and dispute resolution lawyers (who can, depending on the needs, act as litigators or solution-oriented facilitators). This know-how combination is frequently and successfully applied in a rapidly increasing volume of matters.
Files handled include joint venture and shareholders-related disputes (with a focus on squeeze-outs and forced exit procedures), directors’ liability, M&A litigation (in particular disputes arising out of share purchase agreements and investments) and corporate governance disputes.
Distribution Law and Market Practices
Schoups advises companies that wish to set up a (sales) structure. Our firm advises companies throughout this process and prepares the agreements that shape such a structure (including commercial agency, franchising and exclusive or selective distributorship). In addition, we assist on disputes linked to the execution or termination of such agreements, whether or not in court.
Schoups assists clients in establishing and expanding their distribution networks. The members of our Distribution Law team have built up extensive experience in this area. They possess in-depth expertise on distribution agreements and the various legal issues typically associated with these kinds of documents (precontractual information, confidentiality, protection of know-how and goodwill, competition law, choice of law and forum clauses, etc.).
The team also regularly advises on advertising and promotional campaigns, consumer contracts, unfair competition and associated market practices and assists clients in disputes, such as cease-and-desist injunction proceedings.
Commercial Law Advice and Dispute Resolution
Schoups has extensive expertise concerning all aspects of commercial law that businesses can encounter.
The Commercial Law team frequently drafts, reviews and negotiates a variety of commercial contracts (consultancy, sale, leasing, security interest, outsourcing, IT, license and other agreements) and reviews clients' general conditions (for example in the matter of consumer rights and privacy). We also advise on the implementation of the Data Protection Regulation (“GDPR”).
It also engages in all types of commercial dispute resolution (litigation, arbitration, mediation, seizure proceedings, summary proceedings, acting as an intermediary between Belgian clients and foreign attorneys in foreign disputes, etc.), strongly supported by our firm’s longstanding litigation tradition. Dispute resolution matters range from the collection of invoices to in-depth, high-value and complex commercial litigation cases.
Combining the know-how of our corporate and our commercial lawyers, the business law practice group assists companies in difficulties (commercial investigations/screening, proceedings under the Business Continuity Act, bankruptcy, dissolution) as well as creditors and debtors in their negotiations on debt restructuring.
Compliance and Trade
The experts at Schoups have many years of experience in compliance-related matters such as economic sanctions, trade and financial embargoes and anti-money laundering regulations. They assist clients in detecting relevant laws and regulations and in developing and implementing a sound compliance policy.
After all, compliance is essential for any company, regardless of sector. Many national and international regulations and restrictions apply to, among other things, the import and export of products and services. The fight against corruption, money laundering and terrorism is also subject to many rules and laws. For example, a company has to take account of economic sanctions and trade embargoes, often of a transnational nature, in order to avoid prosecution and criminal or administrative sanctions at home and abroad. In addition, violations invariably receive considerable media attention, which leads to reputational damage that is difficult to repair. In addition, lenders also closely monitor compliance with laws and regulations and may refuse to deal with companies that are unable to present a sound compliance policy.
The team of lawyers at Schoups assists clients to preventatively detect and avoid such risks. Together with the company, our experts carry out a comprehensive risk analysis, monitor the relevant regulations and ensure that both senior management and employees are aware of potential risks and actions by means of interactive training courses. In addition, our experts also advise on concrete transactions and projects and, together with the client, examine how possible risks can be mitigated.
Based on the combined know-how of our lawyers specialised in company law on the one hand and commercial law on the other, the business law practice group assists both companies in difficulties (commercial investigations, reorganisation under the Law on the Continuity of Enterprises, bankruptcy, dissolution) and creditors and debtors within the framework of debt restructurings. Good collaboration with the company’s trusted bookkeeper or accountant plays a central role here.
In addition, we advise companies on how to deal preventively with the potential or imminent insolvency of their contracting party (e.g. personal guarantees, real securities, netting provisions, etc.). After all, an ounce of prevention is worth a pound of cure. In the event of non-payment, we identify - in close consultation with our clients - the best approach for achieving successful collection, carefully weighing the amount at stake, the chances of success and the specific features of the case.
Finally, we assist companies in the event of disputes with the bankruptcy trustee (e.g. about preferential claims, mortgages, pledges on business, personal guarantees, set-off, validity of actions and payments prior to bankruptcy, etc.), with competing creditors (e.g. pledgees, factoring and leasing companies) or concerning the civil and criminal liability of founders, directors and partners.