Personal liability of corporate directors is one of the main topics of Dutch Corporate Law. Increasingly, civil liability of directors of private limited companies in particular is invoked in cases of mismanagement or wrongful acts. In the wake of directors, supervisory directors and supervisors of corporations are also increasingly being held liable. Apart from the financial risks involved, liability cases may also attract a great deal of public attention and bring along reputational risks.

This means that the theory that we will offer in the course always has Dutch law as the starting point, whereby the comparison with other legal systems (and therefore also European law) is linked to practical cases. Interaction is essential in this form of training.

Day 1: Framework Dutch Law
On this starting day, attention will be paid to the system of Dutch legislation and, on the basis of comparative law and practical examples, it will be made clear what the similarities and differences are between the various legal systems in Europe. Topics that will be covered:

• The system and operation of the Civil Code (book 2, 6, 7a, etc.), with a focus on corporate law and contract law;
• Dutch procedural law (subpoena procedure, court, Court, Supreme Court, Enterprise Chamber).

Day 2: Entities
The second day can be spent on the different (organs within) company forms that we know in Dutch law, whereby a comparison is made with the company forms from other European jurisdictions. Attention is then also paid to the question of which company form is favorable or desirable when. Topics covered:

• Public limited liability company, private limited company, general partnership, CV, partnership, foundation and association;
• Trust, put out, etc.
• Articles of association: operation, content, etc.
• Method of transfer of shares etc.
• Bodies within the NV and BV and their powers and functioning (management board, supervisory board, works council, etc);

Day 3: Corporate Governance
On this day we delve into the material of day 2 and we pay a lot of attention to the position of the director, the way in which he/she comes to decisions, how this is recorded, why certain actions are necessary and we also consider compliance issues.

Day 4: Security Rights/Banking en Finance/Bankruptcy Proceedings
This last day of classes is devoted to securities, financing and insolvency law.
• Pledge, mortgage, right of retention, etc.
• Suspension of payment, bankruptcy, WHOA

This training is intended for Junior Legal Officers at HBO/WO level, who mainly consist of people from various (European) backgrounds. During a couple visits among various trust offices, it became apparent that there is a great need for a practice-oriented course in which a lot of attention is paid to the way in which the Junior Legal Officers deal with the legal issues that arise in daily practice. There is also a need for comparative law material so that the Dutch system can be placed in a European context.

After this training you will have knowledge of all the basic concepts of Dutch Corporate Law. The training is comprehensive and theoretical in nature, the art will be to enliven this by examining practical cases and working on assignments in groups. Interactive working methods are an advantage. The program must therefore be generously provided with practical cases (both from jurisprudence and from the lawyer’s and curator’s practice of the trainer).

Module 1: Friday 4 April 2025
Module 2: Friday 11 April 2025
Module 3: Friday 18 April 2025
Module 4: Friday 25 April 2025

9:00 -13:00