“How do we provide realistic guarantees during the company takeover to limit our liability as a company and director?” – Stijn Bakkeren, Managing director at DUPI Group.
Insuring extensive risks is what the DUPI Group specialises in. From branches in Rotterdam, Amsterdam and recently also Paris and Copenhagen, the company is responsible for transport, construction, fire and liability risks. It has Boskalis, Maersk and Van Oord in its portfolio, among others.
“From 25 to 170 million premium volume: we have grown enormously in the last five years,” says Stijn Bakkeren, Managing Director of the DUPI group. “We recently made several acquisitions, which means we’re now established in the Netherlands and abroad. Our head office is still in Rotterdam. We’re located at Blaak, Kneppelhout at Willemswerf. That’s just around the corner, which is very convenient.”
“Whether you’re acquiring people or shares, you always need to know under which conditions you are signing. Kneppelhout protects us from difficulties, now and in the future.”
For different issues, we work with different specialists. For example, for liability issues, corporate law, employment law and shareholder issues. In the end it comes down to the same thing: whether you’re taking over portfolios, people or stocks, you just need to know exactly what you’re signing. And Kneppelhout helps us with that.
The company acquisitions we undertook, for example. When we take over people and a portfolio, this often raises many questions for them: can I keep my holidays? How does this affect my years of service? Of course, you want to arrange this properly for them, at the same time, you already have a running company and you want to integrate them as well as possible. You also don’t want to take unnecessary risks.
The same applies to a takeover of shares: whether you buy or sell a company, legally, it always revolves around the guarantees you get or issue. Which guarantees are reasonable and for how long do those guarantees apply? In other words, who is responsible for what? How should you arrange your discharge and how do you avoid having to rely on your directors’ and officers’ and/or business liability insurance in the future?
“How do we provide realistic guarantees during the company takeover to limit our liability as a company and director?”
“Buying or selling a business is a process of give and take. We often continue to work with the party with whom we transact. Ultimately, it is of no use if the negotiation leads to a dissatisfied party. The lawyers at Kneppelhout know this all too well, we were assisted well by both employment law lawyer Arnold Birkhoff and corporate law lawyer Job Bezemer.
First in advance, by looking at the contractual obligations. It’s easy to overlook something, which is why the lawyers clearly explain what the consequences (may) be if you agree and at the same time, they share their vision of what they think we can reasonably accept. They protect you from saying ‘yes’ too quickly, but also don’t complain about every full stop and comma. And if you think a risk is acceptable, you can discuss it.
Also during the settlement, Arnold helped us map out all the rights of the staff members, so we could integrate them into our labour pool in good consultation. As an acquiring party, you must be well aware of your position. And Job provided the necessary acquisition documents and held talks with the (lawyer of the) purchasing party. Lawyers usually come to an agreement among themselves, but Kneppelhout is slightly faster than the other party,” Stijn laughs.
“Fast and on the ball, no lawyer lingo and no lawyer antics, that’s what characterises Kneppelhout.”
“All law firms differ. Kneppelhout wants relevant information, but limits itself to the essentials and doesn’t ask for impossibilities and trivialities when building up a case. If we, the board of DUPI Group, need legal assistance in a consultation involving other law firms, we use Kneppelhout as a boardroom counsellor.
That pragmatic approach is their trademark. Fast and on the ball, no lawyer lingo and no lawyer antics. Peace is restored, in every situation. The facts are put on the table, no assumptions are made. You’re always dealing with the right person. Often a partner. And if you’re dealing with a right hand, the work won’t be charged twice. If I have a question, I send an e-mail and they get back to you the same day. I never have to chase them. They’re just really nice people.”