Company law

For entrepreneurs in the creative and media industry, the value of a business lies above all in the work, the rights and the brand. That gives the commercial side of running a business here a character of its own.

In the creative sector, the rights structure is part of almost every business decision. Whoever incorporates, collaborates or acquires thereby also determines where the work and its exploitation end up. Liaise assists producers, labels, publishers, galleries, game studios, photographers, podcast makers and other creative professionals with company law. We work for businesses of every size, from a two-person agency to an international producer, and we know the world in which our clients operate.

Do you need legal advice straight away? Call 020 675 88 21.

When do you engage a company law lawyer?

A company law lawyer assists you with the commercial side of your business, from incorporation and the arrangements with your partners through to an acquisition or a matter in the boardroom. Often it is advice that helps you prevent problems; sometimes it is assistance once a matter has already escalated. A selection of the situations in which entrepreneurs engage us:

• You are starting a business together with others and want sound arrangements about control, contributions and rights from the outset.
• You bring in an investor or financier for a production, a series of productions or the growth of your studio.
• You buy a business, a catalogue or a format, or you sell your own company and want a good price with certainty about what you are transferring.
• The relationship with your co-founder or fellow shareholder has broken down and you can no longer resolve it between yourselves.
• A director is held personally liable, or you want to hold someone to account yourself.
• A collaboration comes to an end and the question is who continues the business and where the rights remain.

What we help you with

Incorporation and structure.
A sound structure starts with the choice of legal form and the arrangements you make on incorporation. We advise on whether a holding structure is sensible in your situation, how to set up a separate company for each production or project, and what belongs in the articles of association and the founders’ arrangements. We also arrange the division of shares between the founders, arrangements for a phased build-up of the shareholding, and the transfer of intellectual property rights to the business.

Shareholders’ agreements and collaboration arrangements.
Two producers setting up a business together, a podcast collective, a design duo: clear arrangements in advance deliver the most. We record who decides on what, how the profit is divided and what happens if someone wants to step out. In these sectors there is one further arrangement that always belongs with it: where the work and the rights end up if the collaboration comes to an end. The same applies to joint ventures, such as a co-production or a joint label.

Start-ups and investors.
Creative businesses in the making face questions of their own: how do you divide shares between founders, how do you deal with a first investor who offers a term sheet, and how do you protect yourself while the business is still unproven? We guide start-ups in laying a legal foundation that leaves room for growth and holds up when more parties later join the table.

Shareholder and director disputes.
When a partnership breaks down, it affects both the business and the work that flows from it. We look for a workable outcome, such as a buy-out, a statutory dispute-resolution procedure or clear arrangements about who continues.

Corporate governance.
As a business grows, the rules of the game change. Who sits on the board, what are their powers, how are decisions taken and recorded? We advise on the structuring of management and supervision, draw up management agreements and board regulations, and guide general meetings. For creative businesses that are professionalising or bringing in an investor, this is not a formality but a foundation.

Mergers and acquisitions.
When buying or selling a business in the creative sector, the value usually lies in the rights: a music catalogue, a publishing fund, a format library or a brand. We guide the whole process, from the letter of intent and the due diligence to the purchase agreement and the transfer. Have the rights ended up, fully and demonstrably, with the selling party? Which licences are still running, and on what terms? Are there makers, artists or co-creators with a claim that could limit exploitation? Whatever comes out of that investigation, we translate directly into the transaction: an adjustment to the price, an indemnity for a specific risk, or a condition subsequent where a crucial right has not been adequately recorded.

Investment and financing.
An investor in your studio or a financier for a production brings capital and conditions with them. We negotiate the control that goes with it, the loan documentation and the security, and we make sure you keep a grip on your business and your work.

Directors’ liability.
As a director you are personally answerable. Creditors, the company or third parties can hold you personally liable, in the event of insolvency but in other situations too. We advise directors on their position and the risks that go with it. If a director is held to account, we assist him or her. We also help businesses that want to call a director to account.

Company law and intellectual property in one pair of hands

Anyone running a production company, label, publisher or agency knows that the business and the work are not separate from each other. An acquisition is about rights. A shareholder dispute can determine where a format or catalogue remains. A joint venture requires arrangements about who conducts the exploitation. In the creative and media sector, company law and intellectual property are two sides of the same matter.

Liaise does not handle company law in isolation from the rest. Our lawyers work daily in copyright, intellectual property and contract law. At Liaise we treat the legal structure of your business and the protection of your work as one whole.

A company law lawyer who understands your world

Liaise is based in Amsterdam and works for entrepreneurs in the creative and media industry throughout the Netherlands. You have a fixed point of contact who knows your matter and understands what is at stake. Because a format, a catalogue or a brand name is more than a figure on the balance sheet.

Do you need a company law lawyer, or would you like to put a matter to us without obligation first? Get in contact and you will have a reply within one working day.