Corporate Law and Governance
Corporate structures and decision-making rules become crucial when shareholders' interests diverge, an investor enters, or the company is going through a difficult phase. We assist shareholders and directors in establishing corporate relationships and managing issues affecting corporate governance.
Rules that work even when relationships change
Bylaws, shareholder agreements, and governance rules must answer concrete questions: who makes decisions, with what majorities, who represents the company, and what happens if the shareholders no longer agree. Let's start with the corporate form, the share capital, and the shareholders' objectives.
The review focuses on the impact of the rules on the life of the company: entry of investors, generational transitions, profit distribution, new investments, and the exit of a partner. We evaluate existing constraints, ensuring that a new agreement does not contradict the bylaws or other commitments.
Articles of association, agreements and share transfers
We assist in drafting and reviewing clauses relating to transfers, pre-emption, approval, special rights, and exit mechanisms, coordinating with the notary when necessary. Each solution must be assessed with respect to the company and its actual validity and effectiveness.
Shareholders' agreements may govern additional relationships between the signatories, but they do not automatically replace the company's rules. Their duration, accession of new shareholders, consequences of non-compliance, and relationship with the bylaws require specific attention.
Management, delegated powers and decisions
Clarifying powers and responsibilities reduces decision-making uncertainty. We examine appointments, delegations, powers of attorney, information flows, and reporting methods. The organization must ensure clarity about who can commit the company, on what matters, and with what controls.
We support corporate bodies in preparing decisions and managing problematic situations, coordinating legal aspects with the work of accounting and tax consultants. The assessment also considers organizational structures and the information needed to promptly identify critical issues.
Conflicts between shareholders and protection of the company
A disagreement may concern information, disputed transactions, profits, compensation, management, or share transfer. Before launching an initiative, we reconstruct the facts, powers, and positions involved. The interests of the company and those of an individual shareholder may differ: the party assisted must be clearly identified.
We evaluate negotiations, separation agreements, and protective measures, including legal action when necessary. The strategy must take into account business continuity, employees, financing, and personal guarantees, as well as the value of equity investments.
An example: two partners with equal powers
Two partners can't approve a necessary investment. The problem can't be solved with a standard formula: it's necessary to examine the bylaws, agreements, distribution of powers, and financial alternatives. The work may involve agreeing on a specific decision, revising the rules, or identifying an exit path.
The example is illustrative and does not describe a guaranteed outcome. Before proceeding, the authorizations and formalities required for each solution should also be considered.
Documents, results and initial questions
The company's business overview, current bylaws, agreements, relevant minutes, delegations, powers of attorney, and financing or guarantee agreements are all useful. The result can be a criticality map, a proposed set of rules, decision-making documents, or a conflict management plan, according to the agreed-upon framework.
Frequently asked questions
Can the firm assist both the company and its partners simultaneously?
Compatibility and potential conflicts must first be verified.
Is the exit from the company free of collateral?
Each relationship with the creditor must be examined.
Does an informal agreement amend the bylaws?
Corporate changes require the forms and procedures established for each specific case.
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