Rogier Wolf

Partner

Contact

+31 6 31 76 99 84

Introduction

Entrepreneurs work together. They set up a company together, admit an investor, issue depositary receipts for their shares, or bring a son or daughter into the business as part of a succession. As long as things go well, nobody looks at the paperwork. When they go wrong, it turns out that everything depends on it.

That is where my work lies. I structure business collaborations between entrepreneurs and make sure that control and capital are divided in a way that can survive a conflict. If things do go wrong, I litigate: on shareholder disputes, on decision-making within companies and foundations, and on the liability of managing directors, supervisory directors and supervisory board members.

Delivering high quality, responding quickly, writing in plain language and looking at a matter from several angles before choosing an approach, that is what I consider important and what I aim for. I have been practising as an ‘advocaat’ since 1999 and have been a partner at UdinkSchepel since 2019. I am also an assistant professor of corporate law at Erasmus School of Law and I act as an arbitrator. That combination of practice and academic work is not incidental: the doctrines I write about are the ones I encounter in the files on my desk, and the other way round.

Part of my work also comes from other professionals: lawyers, civil-law notaries, accountants and advisers who bring a corporate law question to me. My practice is set up for that. I take on what I am asked to take on; the client relationship stays where it is.


Areas of expertise

  • structuring business collaborations between entrepreneurs (‘BV, NV, vof and maatschap’)
  • structuring companies, participations and investments: shareholders’ agreements, participation agreements and investment agreements
  • advising shareholders and litigating shareholder disputes
  • liability of managing directors, supervisory directors and supervisory board members
  • corporate litigation
  • disputes within foundations and trust office foundations (‘stichting administratiekantoor’), including the suspension and dismissal of board members
  • depositary receipts for shares, non-voting shares, depositary receipts with and without meeting rights, and participation certificates — the subject of my doctoral thesis
  • commercial contracts and finance agreements
  • lawyer’s lawyer for lawyers, civil-law notaries and other professionals

Education and professional experience

  • Partner at UdinkSchepel Advocaten since 2019
  • Practising as an ‘advocaat’ since 1999
  • PhD, Maastricht University (2013), on the thesis De kapitaalverschaffer zonder stemrecht in de BV (The provider of capital without voting rights in the BV), Van der Heijden Institute Series, vol. 116, Deventer: Kluwer 2013
  • Post-graduate specialisation programme in Business Transfers in SMEs, Grotius Academy (2008, cum laude)
  • Law, Leiden University (1997)

Memberships

  • Vereeniging Handelsrecht (Netherlands Association for Commercial Law)
  • Vereniging Corporate Litigation (Netherlands Association for Corporate Litigation)
  • Ius Commune Research School

Publications

Additional positions

  • assistant professor of corporate law, Erasmus School of Law, Erasmus University Rotterdam
  • arbitrator
  • member of the editorial board of the Tijdschrift voor vennootschapsrecht, rechtspersonenrecht en ondernemingsbestuur (TvOB)
  • case-note author for Jurisprudentie Onderneming & Recht (JOR)
  • editor of the standard commentary Groene Serie Rechtspersonen
  • lecturer for various course providers, chair of and speaker at conferences