Corporate and company law

A company is not a formality: it is the structure that distributes power, risk and profit within a business. The decisions taken when it is set up — or left unrevised for years — determine what happens when an investor comes in, when the next generation joins, or when two shareholders stop agreeing.

We work with the board and with shareholders across both dimensions of company law: the preventive side, which means writing the rules down before they are needed, and the contentious side, for when those rules never existed or someone is not respecting them.

How we work

At the design stage we draft articles of association and shareholders’ agreements that settle in advance what is rarely discussed at the outset: reinforced majorities, the regime for transferring shares, drag-along and tag-along clauses, valuation on exit, deadlock resolution. A well-drafted shareholders’ agreement is the cheapest insurance a company can buy.

In a dispute, we assess each party’s legal position coolly before taking any step. Challenges to corporate resolutions and liability claims against directors carry short deadlines and serious personal consequences; they call for judgement rather than haste.

Directors’ liability

This is the conversation that most often comes too late. A director is personally liable in specific situations — company debts for failing to promote dissolution, loss caused by acts contrary to the law or the articles, tax and social security debts — and much of that exposure can be contained through documentation and ordinary diligence. We assess the board’s real level of risk and propose proportionate measures.