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Company Separation Agreement

Company Separation Agreement Template for Netherlands

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Key Requirements PROMPT example:

Company Separation Agreement

"I need a Company Separation Agreement under Dutch law for the separation of our technology subsidiary from the parent manufacturing company, with particular focus on IP rights allocation and employee transfers, planned to take effect from March 1, 2025."

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Document background
The Company Separation Agreement is a crucial document used in Dutch corporate restructuring scenarios where two or more business entities need to formalize their separation. This document is particularly relevant in situations involving demergers, spin-offs, or the dissolution of joint ventures under Dutch law. It provides a comprehensive framework for managing the separation process, including detailed provisions for asset division, employee transfers, financial settlements, and ongoing obligations. The agreement must comply with Dutch corporate law, including the Dutch Civil Code (Burgerlijk Wetboek), employment regulations, and corporate governance requirements. It typically includes various schedules and appendices detailing specific arrangements, making it essential for ensuring a smooth and legally compliant separation process.
Suggested Sections

1. Parties: Identification of the separating entities, including registered addresses and company details

2. Background: Context of the separation, history of the business relationship, and reasons for separation

3. Definitions: Definitions of key terms used throughout the agreement

4. Effective Date and Timeline: Specification of when the separation takes effect and key milestone dates

5. Asset Division: Detailed provisions for the division of company assets, including tangible and intangible assets

6. Financial Settlement: Terms of financial separation, including settlement of accounts, debt allocation, and payment terms

7. Employee Matters: Arrangements regarding employee transfers, benefits, and related obligations

8. Intellectual Property Rights: Division and allocation of intellectual property rights

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Non-Compete and Non-Solicitation: Restrictions on competition and employee/customer solicitation

11. Warranties and Representations: Statements of fact and promises made by each party

12. Indemnification: Provisions for mutual indemnification and liability allocation

13. Dispute Resolution: Procedures for handling disputes, including jurisdiction and applicable law

14. General Provisions: Standard legal provisions including notices, amendments, and severability

Optional Sections

1. Transition Services: Terms for continuing services between parties during transition period - include when ongoing operational support is needed

2. Real Estate Arrangements: Provisions for division or transfer of real estate assets - include when significant property holdings exist

3. Shared Contracts: Handling of contracts that benefit both parties - include when there are significant shared vendor/customer relationships

4. Tax Arrangements: Specific tax planning and allocation provisions - include for complex tax situations

5. Environmental Matters: Environmental liabilities and compliance obligations - include when environmental risks exist

6. Pension and Benefits: Detailed arrangements for pension schemes and benefits - include when significant employee benefit programs exist

7. Ongoing Commercial Relationship: Terms for future business interactions - include when parties will continue to do business

8. Data Protection: Specific GDPR compliance measures - include when significant personal data processing is involved

Suggested Schedules

1. Schedule 1 - Asset Register: Detailed listing of all assets being divided between the parties

2. Schedule 2 - Employee Transfer List: List of employees transferring to each entity with relevant details

3. Schedule 3 - Intellectual Property Register: Comprehensive list of IP rights and their allocation

4. Schedule 4 - Financial Settlement Terms: Detailed financial arrangements including payment schedules

5. Schedule 5 - Transition Services Agreement: Detailed terms and conditions for transition services

6. Schedule 6 - Contracts List: List of contracts being transferred or terminated

7. Schedule 7 - Real Estate Details: Details of property division and related arrangements

8. Appendix A - Timeline and Key Milestones: Detailed separation implementation timeline

9. Appendix B - Data Processing Agreement: GDPR-compliant data processing terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Affiliate
Assets
Business Day
Closing
Closing Date
Competent Authority
Confidential Information
Demerged Business
Effective Date
Employees
Encumbrance
Group
Intellectual Property Rights
Liabilities
Material Adverse Effect
Parties
Remaining Business
Separation
Separation Plan
Shared Assets
Shared Contracts
Shared Intellectual Property
Subsidiary
Tax
Transfer Date
Transferred Assets
Transferred Business
Transferred Employees
Transferred Liabilities
Transition Period
Transition Services
Working Capital
Works Council
Parent Company
Receiving Entity
Transferring Entity
Completion
Business Records
Dispute
Force Majeure
Governmental Authority
Implementation Date
Key Employees
Material Contracts
Permits
Property
Related Persons
Representatives
Restricted Business
Territory
Third Party Rights
Transaction Documents
Clauses
Asset Division
Liability Allocation
Employee Transfer
Financial Settlement
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Transition Services
Tax Matters
Warranties and Representations
Indemnification
Dispute Resolution
Governing Law
Force Majeure
Assignment
Amendment
Termination
Notices
Severability
Entire Agreement
Third Party Rights
Data Protection
Business Transfer
Property Rights
Contract Novation
Employee Benefits
Pension Arrangements
Insurance
Environmental Matters
Regulatory Compliance
Works Council Consultation
Share Transfer
Corporate Governance
Joint Venture Dissolution
Bank Accounts
Information Technology
Intellectual Property Licenses
Customer Contracts
Supplier Agreements
Real Estate
Cost Allocation
Working Capital Adjustment
Inter-company Debt
Brand Usage
Record Retention
Post-Separation Cooperation
Completion Conditions
Implementation Timeline
Relevant Industries

Manufacturing

Technology

Financial Services

Professional Services

Healthcare

Retail

Energy

Telecommunications

Real Estate

Construction

Transportation & Logistics

Media & Entertainment

Relevant Teams

Legal

Finance

Human Resources

Operations

Corporate Development

Risk & Compliance

Tax

Treasury

Information Technology

Facilities Management

Communications

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Head of Human Resources

Financial Director

Operations Director

Business Unit Manager

Corporate Restructuring Manager

Mergers & Acquisitions Director

Risk Management Officer

Compliance Officer

Tax Director

Treasury Manager

Industries
Dutch Civil Code (Burgerlijk Wetboek) - Book 2: Governs legal entities and corporations in the Netherlands, including provisions for corporate restructuring, division of assets, and corporate governance requirements
Dutch Competition Act (Mededingingswet): Regulates competition law aspects, including non-compete clauses and market division agreements between separating entities
Works Councils Act (Wet op de ondernemingsraden): Mandates employee consultation requirements during company restructuring and separation processes
Dutch Corporate Governance Code: Provides guidelines for governance arrangements in corporate separations, particularly relevant for listed companies
Dutch Merger Code (SER Fusiegedragsregels): Contains rules regarding the protection of stakeholder interests during corporate restructuring
General Data Protection Regulation (GDPR/AVG): Regulates the transfer and handling of personal data between separating entities
Dutch Tax Law (Wet op de vennootschapsbelasting): Governs tax implications of corporate separations and asset divisions
Dutch Employment Law (Arbeidsrecht): Regulates employee transfers, rights, and obligations during company separation
Dutch Financial Supervision Act (Wet op het financieel toezicht): Relevant for financial regulatory compliance during corporate separation, especially for regulated entities
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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