๐‘ซ๐’†๐’‚๐’ ๐’๐’“ ๐‘ต๐’ ๐‘ซ๐’†๐’‚๐’: ๐‘ผ๐’๐’“๐’‚๐’—๐’†๐’๐’๐’Š๐’๐’ˆ ๐‘ช๐’๐’“๐’‘๐’๐’“๐’‚๐’•๐’† ๐‘ณ๐’Š๐’•๐’Š๐’ˆ๐’‚๐’•๐’Š๐’๐’ ๐’Š๐’ ๐’‚ ๐‘ช๐’‰๐’–๐’“๐’„๐’‰

By December 1, 2023 No Comments
edith chuch

๐‘ซ๐’†๐’‚๐’ ๐’๐’“ ๐‘ต๐’ ๐‘ซ๐’†๐’‚๐’: ๐‘ผ๐’๐’“๐’‚๐’—๐’†๐’๐’๐’Š๐’๐’ˆ ๐‘ช๐’๐’“๐’‘๐’๐’“๐’‚๐’•๐’† ๐‘ณ๐’Š๐’•๐’Š๐’ˆ๐’‚๐’•๐’Š๐’๐’ ๐’Š๐’ ๐’‚ ๐‘ช๐’‰๐’–๐’“๐’„๐’‰

What happens when you mix corporate lawyers/litigators, historic church walls, and a deep dive into litigation?

No, it’s not the start of a lawyer joke, but how I recently spent a captivating day sharpening my skills in Corporate Litigation – all in a church named The Dove (โ€œde Duifโ€). This venue isnโ€™t just any church; it’s a historical treasure, built in 1858 as modern replacement of the first non-clandestine Catholic church in Amsterdam, the Netherlands.

Amidst the echoes of history, we tackled topics from the esoteric world of takeover contracts. The guarantees in these contracts, modelled after the Anglo-Saxon model, are supposed to be ๐“๐ซ๐ฎ๐ž, ๐€๐œ๐œ๐ฎ๐ซ๐š๐ญ๐ž ๐š๐ง๐ ๐๐จ๐ญ ๐Œ๐ข๐ฌ๐ฅ๐ž๐š๐๐ข๐ง๐ .

But here’s where it gets spicy โ€“ can something be truthful and accurate yet still mislead? Absolutely! Itโ€™s the lawyerโ€™s equivalent of a magicianโ€™s sleight of hand, where an omitted fact can transform an innocent statement into a deceptive trick. (And we donโ€™t always do it on purpose!)

Another intriguing chapter was the role of the Data Room in acquisitions โ€“ think of it as the backstage of a takeover, where all the secrets of the seller are stored which all have to be checked diligently by the buyer.

And speaking of secrets, the excellent speakers shed light on the stark differences between Dutch and American takeover practices. In the Netherlands, signing an SPA is like saying, “๐•€ ๐••๐• ”ย  at a wedding, whereas in the USA, itโ€™s more like, “๐•ƒ๐•–๐•ฅโ€™๐•ค ๐•ค๐•–๐•– ๐•™๐• ๐•จ ๐•ฅ๐•™๐•– ๐•—๐•š๐•ฃ๐•ค๐•ฅ ๐••๐•’๐•ฅ๐•– ๐•˜๐• ๐•–๐•ค”.
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๐“’๐“ฎ๐“ฌ๐“ฒ ๐“ท๐“ฎ๐“ผ๐“ฝ ๐“น๐“ช๐“ผ ๐“พ๐“ท๐“ฎ รฉ๐“ฐ๐“ต๐“ฒ๐“ผ๐“ฎ
As the day in this ecclesiastical setting came to a close, Magritteโ€™s challenge to perceptions came to my mind. Not everything that appears to be a deal is actually a deal, just as not every pipe painted is a pipe. This venue, with its layers of history and transformation, was the perfect backdrop for such revelations.
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In the spirit of Magritte, let’s remember as we delve into the complexities of Corporate Litigation: sometimes, the reality of a deal lies not in its apparent form but in its hidden nuances. It’s about reading between the lines, aware of cross border/international differences and sometimes, through the illusion, much like deciphering the true meaning behind “ceci n’est pas une pipe.”

A big thank you toย Etienne van Bladel,ย Academie voor de Rechtspraktijk,ย Kid Schwarzย and all the amazing speakers for their enlightening contributions and for making the seminar such an inspiring experience!