Our core practice areas are corporate law and financial supervision and regulation.

The Zuidbroek team has broad and deep experience in advising clients on their corporate law needs. Our expertise includes group reorganisations, (cross border) mergers and redomiciliation (also referred to as conversions), spin-offs, shareholder agreements and seamless integration into the articles of association, security packages for the financing of share acquisitions and for corporate financing as well as conventional and complex arrangements using non-voting shares or depositary receipts for shares for employee stock (option) plans. Our paralegals Agaath and Sara have been trained to implement share transactions, the incorporation of companies and formation of other vehicles, the amendment of articles of association, mergers, demergers, conversions and liquidations in a cost efficient and practical manner.
Anne-Marie and Cindy have extensive expertise in financial supervision and regulation. In addition to securities laws and the supervision on financial institutions in general, they especially advise on the supervision of fund managers, such as the AIFMD requirements. Fund managers which are not subject to AIFMD registration rules (the light regime), will need to apply for a licence and become supervised by the Dutch financial regulator (the AFM). A licensed fund manager will then also be subject to Dutch regulation implemented pursuant to the AIFMD. In case the fund manager also offers fund interests to non-professional (retail) investors, additional rules, the so-called top-up retail rules, will apply. Zuidbroek is able to guide you through these bulky regulatory requirements.
A fund manager under financial supervision must appoint a depositary for each of its funds, which is currently under close scrutiny by the AFM. We draft and advise on these agreements between managers and depositaries.
In addition to regulatory matters, we also specialise in drawing up fund documentation, both for professional investors’ funds and retail investors’ funds. We know the market and help our clients propose appropriate and market-standard governance arrangements. Not only tax structuring is key, but also transferability of fund interests (e.g. through the public market, such as Euronext Fund Service or through private placement) and industry’s “best practice” standards (such as DUFAS, INREV or ILPA).
We have been involved in the drafting of numerous prospectuses. This may be an “article-23–AIFMD-document” but may also be a more extensive document, either based on the requirements under the EU Prospectus Directive requiring AFM approval or based on the Dutch top-up retail rules.
The Dutch law cooperative is more popular than ever. Historically it has been used in the agricultural and financial sectors in order to concentrate power of small market players. More recently it has been used for other purposes, for instance as cooperatives of industry players in the energy and healthcare sectors. As appropriate, the cooperative documentation can be “tailor made”, but can also be “off the shelf”, to be further developed as the business grows. In a local, regional, national or international context. The European Cooperative Company is steadily also gaining popularity. The cooperative is used for cross border holding and investment purposes, less traditional but innovative.
The cooperative is surprisingly flexible in order to support corporate social responsibility activities. It allows a combination of cooperation, participation, education and re-investment of proceeds, while at the same time catering to the needs of financial investors.
René has career-long experience in advising many cooperatives, varying from large, small, market leaders with historic roots dating back to earlier centuries, to young start-ups. On governance issues, member financing, mergers, split-offs, conversion, complex rules and regulations, and semi-public trading facilities for membership rights, both domestic and cross-border.
The ideal governance for companies and organisations can be complex, especially when the client is active on a regulated market or subject to industry- or sector-specific supervision.
We have expertise in the following areas:

  • Establishment of a joint venture in every possible form, including BV, NV, general and limited partnership, cooperative or a combination of these types of vehicles, or a commercial agreement;
  • Advice on board structures in the context of applicable corporate governance codes;
  • Drafting of organisational documents such as rules and regulations, for management, supervisors, members and shareholders.
Recent legislation (Wet versterking bestuur pensioenfondsen) has drastically changed the landscape for the governance and co-determination for pension funds. Anne-Marie has extensive experience in advising pension funds on their governance regimes. She has advised on the merger and winding up of pension funds and the collective value transfer, also in cross border transactions (IORP). She has been involved in establishing new pension vehicles such as the premium pension vehicle (PPI). In addition, she advises on the outsourcing agreements and arrangements for investment management and pension administration activities.
Many clients understandably are unable to commit the resources required to ensure that corporate housekeeping is maintained efficiently and reliably. We strive to make this easier. By using a web portal, you will have secure and reliable access to all your organisational documents, such as articles of association, rules and regulations, proof of title documents (i.e. deeds of transfer and deeds of issue of shares), pledges, relevant corporate resolutions and registers. But also to the template documents which we have developed for you or in collaboration with you.

The files are managed by a team of dedicated and specially trained paralegals and support staff, in cooperation with you. All relevant documents and details are immediately and reliably available by you and by us time- and cost-efficiently. This allows you rapidly and easily to incorporate or relocate companies within the group or to prepare for divestments, and allows us to provide a tailor-made service to you, immediately and with all relevant client-specific knowledge.