Energy Law
As in all regulated markets, the entire process of producing and obtaining energy and natural resources and delivering them to c…
Explore
Corporate Structure
Corporate Law
A company's most expensive legal problems usually arise from a three-page constitution signed at the formation stage. A properly established corporate structure resolves at the outset the great majority of shareholder crises that would otherwise emerge years later.
Preventive and protective legal counsel on the problems companies encounter in commercial life is one of our office's core practice areas.
Structuring the shareholder relationship today
While shareholders are working together, no one wants to discuss the exit scenario. Yet headings such as restrictions on share transfer, pre-emption and tag-along rights, deadlock resolution and non-competition are the very clauses that determine whether the company survives when the relationship breaks down.
Our office treats the articles of association and the shareholders' agreement as two complementary documents, and ensures that general assembly and board resolutions are adopted lawfully and duly registered.
Mergers, acquisitions and restructuring
In transactions carried out by way of share transfer or asset transfer, the legal due diligence exercise directly affects the price. The accumulated employment law liabilities of the target company, its pending litigation, assets given as security and the change-of-control clauses in its contracts must all be examined with care.
In conversions, demergers and mergers, the procedural rules on protection of creditors and the chain of corporate approvals must be observed in full.
What we handle in this area
- Company formation, drafting of articles of association and registration procedures
- Drafting of shareholders' agreements
- Management of general assembly and board of directors procedures
- Capital increases, capital reductions and share transfers
- Mergers, acquisitions, demergers and conversions
- Legal due diligence reporting
- Director liability and disputes concerning expulsion of a shareholder
- Corporate governance, compliance programmes and data protection compliance
- Company and liaison office formation for foreign investors
Frequently asked questions
The articles of association are the constitutive document, registered and published, which may be asserted against everyone. A shareholders' agreement, by contrast, is a contract under the law of obligations that takes effect only between the parties, may remain confidential and allows far more detailed arrangements. An effective structure is created by drafting the two together and without contradiction.
Shareholders above a certain threshold have rights such as requesting the appointment of a special auditor, requiring the general assembly to be convened, having an item added to the agenda, and bringing an action for dissolution of the company where just cause exists. These rights lose their effect if not exercised in due form and within time.
Please note. The content on this page is for general information purposes and does not constitute legal advice. Deadlines and procedural rules may vary according to the particulars of the file. For an assessment of your specific situation, please contact our office.
Related Areas
You may also
All areas
You may also
be interested in.
Public Law
This is the field of law governing relations between the state and citizens, or between the state's own institutions. Its separa…
Explore
Commercial Law
Commercial law is the body of legal rules governing relations of a “commercial” character. It is very closely related to the law…
Explore