📌 Module 1: Dutch Corporate Law in Context
Understanding the relevant legal framework

• This module provides a practical introduction to the Dutch legal system and corporate law
framework, focusing on the elements that are most relevant in day-to-day advisory and
transactional practice.
• The Dutch Civil Code: corporate law (Book 2) in practical context.
• Contract law fundamentals relevant for corporate practice.
• Enforcement, dispute resolution and the role of courts in Dutch corporate matters
• The Enterprise Chamber: purpose and power.

📌 Module 2: Corporate Entities & Governance Structures
How Dutch entities operate in practice

• This module focuses on Dutch corporate entities and governance structures from a practical, advisory perspective.
• BV and NV: structure, key differences and practical use cases.
• Foundations and other entities in group and holding structures.
• Articles of association and shareholder arrangements in practice.
• Allocation of powers between board, supervisory board and shareholders.
• Role of the works council and external stakeholders like external debt financing in corporate decision-making.

Focus: understanding how Dutch corporate entities and governance

📌 Module 3: Directors’ Duties, Governance & Liability
Responsibilities, judgement and realistic risk assessment.

• This module takes a measured and realistic approach to directors’ duties and liability.
• Decision-making, documentation and the role of judgement.
• Civil, tax and (briefly) criminal liability in context.
• How governance structures help mitigate risk.

Focus: enabling participants to advise with confidence and proportionality.

📌 Module 4: Corporate Law in M&A
Applying the toolbox in an M&A setting

• This module connects corporate law and governance principles to transactional practice, with a clear focus on the legal M&A process.
• The legal M&A process: from term sheet to completion.
• Key transaction documents and their function.
• Allocation of risk and governance considerations in deals.
• Working effectively with external advisors
• Positioning yourself as a constructive, value-adding advisor in M&A

Focus: operate with confidence and add value as a professional within M&A transactions.