Corporate law

The passion entrepreneurs display to make their company thriving in an always changing reality, is directly proportional to the competences of our expertise group in the field of corporate law.

Our lawyers give advice to companies, directors and shareholders on all their corporate transactions. From establishment, daily operations, organisation and restructuring to transfer, our lawyers are happy to guide you through the course of your company.

Our team has developed special expertise in the transfer of shares and assets. The team guides the takeover process from the beginning, assists you during negotiations, coordinates the due diligence investigation and ensures the editing of the several meetings.

In addition, our team is ready to support you in the event of corporate disputes, both during an internal amicable conflict and during legal proceedings.

Moreover, our firm has extensive expertise in the guidance and reorganisation of companies in difficulty (insolvency, judicial reorganisation or bankruptcy proceedings).

In short, you can always count on us for all your transactions related to corporate law.

Shareholders agreements & joint ventures

In order to guarantee the proper operation and a good relationship within your company, it is often advised to make proper agreements in advance with all shareholders involved. Far-reaching commercial cooperation with one or more commercial partners also requires judicial attention in view of a stable and dynamic growth. Our integrated approach through our different practice groups enables us to assist you in the preparation of, among other things:

investment agreements;
joint venture structures and agreements;
option agreements, debenture loans, preference dividend structures, the issue of warrants;
agreements regarding the transferability of shares;
agreements in relation to the exercise of voting rights and the operation of administrative bodies;
...

Liability of directors / supervisory directors

Thanks to the close cooperation between our different working groups, we can rely on the expertise necessary to assist founders, directors and supervisory directors of companies in potential liability claims, both in the civil and criminal field.

Corporate housekeeping

Our expertise group Corporate Law carefully observes the daily operations of your company. This allows us to respond quickly, meaning all potential problems or difficulties can be nipped in the bud. Matters on which we are happy to assist you are, among other things:

assistance in preparing reports of the administrative body;
intra-group transactions or transactions within the company;
publication and filing of amendments in directors and articles of association;
screening and updating of articles of association and company documents;
amendments to the articles of association in response to modified legislation;
preparation and organisation of and assistance during the general meeting;
...

Financial reporting

The legal obligations applicable to directors of companies are becoming increasingly demanding. In order to protect contracting parties, consumers and creditors, the board of directors of the company has an annual financial reporting obligation. Failure to correctly comply with this obligation, poses serious liability risks for the company and its directors. Applying the motto “it’s better to prevent than to cure”, we provide assistance in, among other things:

advice regarding alarm bell procedures;
advice regarding balance sheet tests and liquidity tests;
advice regarding the preparation and filing of the annual account;
financial reporting in the context of restructuring;
reporting of the data required for liquidation;
...

Companies in difficulty - insolvency

Guiding procedures in relation to, among other things:

alarm bell procedures;
bankruptcy proceedings;
amicable or judicial reorganisation in response to the Continuity of Enterprises Act;
procedure Chamber of Commercial Investigation at the Company Court;
...

Dissolution and liquidation

The dissolution and liquidation of a company requires technical knowledge of the procedures to be followed. Our lawyers assist you on this subject with, among other things:

coordination with notary and commissioner;
contacts with the judicial authorities and filing of homologation requests;
preparation of a script for the procedure to be followed;
preparation of the necessary reports and documents;
preparation of liquidation and distribution plans;
...

Takeover and restructuring

Both financial, commercial and other motives can raise the need for alteration of the company structure, for expanding into new markets, for starting takeovers or for disposing of certain lines of business. In order to assist you in these subjects, our expertise group has lawyers who are specialised in, among other things:

advice and guidance in the context of family businesses, succession problems and asset planning;
advice in the field of group structures;
mergers and (partial) demergers of companies (whether or not with a cross-border dimension);
introduction of a generality or line of business;
negotiation and guidance during takeovers and sales processes;
preparation of information memorandum and letters of intent;
transfer of shares;
transfer of business activities and asset deals;
transfers of a generality or line of business;
development of financing structures;
execution of due diligence assignments and judicial risk analyses;
...

Start-up and establishment

Advice and guidance during the start-up of a corporate activity, among other things:

advice regarding the company form, joint venture or corporate form most suitable for you (Private company (B.V.), Public limited company (N.V.), Cooperative company (C.V), Partnership, General partnership (VOF), Limited partnership (Com.V.) or the European legal entities, such as the European company, the European cooperative society, European political foundation, the European economic interest grouping);
advice on governance structures and decision structures;
advice on representative authorities;
preparation of articles of association;
publication of the establishment;
...

Corporate conflicts

Our lawyers give advice and assistance, both preventive and in the context of legal proceedings, regarding disputes between shareholders, directors, commissioners and stakeholders in relation to, among other things, takeover agreements, minority actions, forced retirement and/or transfer of shares, control rights by shareholders, etc.

Associations and foundations

Non-profit associations and foundations have their own specific structure and operation. The necessary expertise is available within the expertise group Corporate Law to meet all the needs of your organisation.

Experts in Corporate law

Joris De Roo Partner Contact

Jens Behets Partner Contact

Sofie Schepens

Frederick Torfs

Ward Overlaet

Eline Wouters

Soumaya El Korchi

Karlien De Ryck

Hannes Verheyden

Wouter Hermans

Pascal Nelissen Grade

Liability, insurance and traffic law Travel law Sports law Criminal law & fraud Persons and family law

Pascal Nelissen Grade has 25 years of experience and learned all about law from childhood on. With the same earnest and attention for detail, Pascal switches his lawyer robe for a race overall and helmet and goes out racing on circuits both in Belgium and abroad.

Pascal is also:

Permanent member of the mixed commission for legal assistance and the commission for attorney’s fees.
Member of the council of the Bar Association of Leuven.
Chairman of the commission on fee litigations, estimations, arbitration and mediation (Bar Association of Leuven).
Member of the commission on lawyer ethics (Bar Association of Leuven).

In 2014, he was featured in the Who's who Legal Sports & Entertainment.

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Jan Stijns

Construction law Administrative law Estates Mediation

Jan Stijns graduated in 1987 as master of law at KU Leuven. In 2009 he also graduated as bachelor in philosophy at KU Leuven.

Jan entered the association in 1987. He is specialized in family property law and has specific attention for patrimonial law (real estate) and succession planning / taxability. He is also specialized in the fields of construction law and administrative law.

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Joris De Roo

Corporate law Commercial & economic law

Joris De Roo graduated in 1992 as master of law at KU Leuven.

Immediately after his studies, Joris entered the association and in 1998 he became partner. He specializes in commercial and economic law and corporate law. He is also specialized in estate planning.

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Kris Maes

Labour and social law Civil law

Kris Maes graduated as master of law at KU Leuven.

He is a member of the Bar Association of Leuven and Dendermonde.

Kris provides assistance and advice to individuals and companies on the subject of (individual and collective) labour law and social security. He is especially interested in providing thorough and permanent assistance on the subject of HR management. He is regularly invited as a guest speaker in seminars.

In the event of litigation, he prefers to come to a detailed and balanced solution after clear negotiations. But when legal proceedings are required, he is prepared to go to any length.

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Alexis Lefebvre

Commercial & economic law Tax law

Alexis Lefebvre started his studies at FUNDP in Namur and graduated as master of law at UCL in Louvain-la-Neuve. After his education, Alexis entered the association.

He is specialized in litigation and providing assistance and advice in the fields of tax law, on the one hand, and economic, commercial and contract law, on the other hand.

He is a member of the Bar Association of Brussels and Leuven.

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Frederiek Baudoncq

Civil law Arbitration Travel law Liability, insurance and traffic law Mediation

Frederiek Baudoncq is a member of the Bar Association of Leuven since 1998. From 1999 to 2005, he was part time assistant at the faculty of law of KU Leuven, department property and liability law.

He is (co) author of several books and contributions to books and articles and is a member of the editorial staff of three law journals. He completed the training to become a lawyer at the Supreme Court of Belgium, the Court of Cassation.

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Alexis Hallemans

Intellectual property, ICT and GDPR, media law Commercial & economic law Mediation

Alexis Hallemans studied law in Namur (FUNDP), Belgium, at the Univeristy of Leuven and in Saarbrücken (Germany). He is a lawyer since 2003. He also obtained a LL.M degree European law in Germany and an additional Masters in intellectual property and IT law at the University of Brussels. He specializes in these subjects in which he has pleaded before the Court of Justice of the EU and the Constitutional Court in Belgium. He is recommended for these subjects in Belgium (Legal 500, Tier 2).

For several years now he is a Board member of the German, Belgian and Luxemburg Chamber of Commerce AHK DEBELUX. Alexis fluently speaks Dutch, French, German and English. This allowed him to develop a strong experience and track record in legally assisting international companies in Belgium, particularly German companies.

Alexis worked in large international law firms in Belgium and Germany (CMS Hasche Sigle) before joining Nelissen Grade as a partner in the department IP, IT and commercial law.

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Joke Decabooter

Persons and family law Arbitration Mediation

Joke Decabooter obtained her master law degree at the Catholic University of Leuven in 2011. During her master years, Joke mainly focused on civil law, specialising in family law, family property law and liability law.

After her studies, Joke immediately joined the Bar Association of Leuven, as well as our firm. Based on her interest in private law, she mainly focuses on support, procedures and advice regarding all aspects of family law, as well as settlements and divisions. Nationality issues also fall within her expertise.

In 2015, Joke obtained her notarial profession master at the Free University of Brussels. Since 2019 she is recognized as mediator in family matters.

From the 2019-2020 academic year, Joke will be affiliated with the Catholic University of Leuven as a law assistant at the Institute for Family Law.

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Karen Niesten

Tax law Commercial & economic law Estate planning

Karen Niesten obtained her Master's degree in Law at the Catholic University of Leuven (KUL) in 2012 and then completed an additional Master's degree in Taxation at the Université Libre de Bruxelles (ULB).

In 2013, she joined the Nelissen Grade office and the Leuven Bar.

Karen also completed a management programme at Solvay Business School of Economics and Management in Brussels and attended courses in Dutch taxation and inheritance law at the University of Maastricht.

Karen focuses on leading and developing the expert groups for tax law and estate planning.

On the one hand Karen focuses on financial and tax advice, including estate planning. On the other hand, she performs dispute resolution and litigation in various tax fields for the administrative authorities and tax courts in Belgium. In cooperation with Frederiek Baudoncq, she also conducts proceedings before the Court of Cassation.

From her tax background, she also supports the corporate law department.