Every company passes through decisive moments, from incorporation and the first investment to a merger, an acquisition or a change of control. The documents signed at each of these moments decide who controls the company, how value is shared and what happens when shareholders no longer agree.
We advise founders, shareholders, investors and boards on the full corporate life cycle. Our work covers company formation and structuring, articles of association, shareholder and investment agreements, corporate governance and compliance, mergers and acquisitions, due diligence, joint ventures and post-closing integration, among many other matters.
Scope of services
- 01Company formation, branch and liaison office set-up
- 02Articles of association and corporate governance
- 03Shareholder, investment and joint venture agreements
- 04Share and asset acquisitions, mergers and demergers
- 05Legal due diligence and transaction documents
- 06Board and general assembly procedures
- 07Capital increases, share transfers and changes of control
- 08Post-merger integration and corporate housekeeping
- 09Any other corporate and commercial matter in the life of a company
How we work
Each transaction starts with a clear map of the parties, the structure, the timetable and the points that matter most commercially. We then draft and negotiate the documents with attention to control rights, exit mechanisms, warranties and liability, and we coordinate closely with financial and tax advisers so that the legal structure supports the business plan.
Frequently asked questions
A shareholder agreement usually addresses, among other points, management and voting rights, the transfer of shares, pre-emption, tag-along and drag-along rights, deadlock resolution, dividend policy and the exit of shareholders. Its content should reflect the specific relationship between the shareholders.
Due diligence allows the buyer to identify the legal, financial and operational risks of the target before signing. Its findings shape the price, the warranties and indemnities, the conditions to closing and, where needed, the structure of the transaction.
The choice depends on the number of shareholders, the capital required, liability, governance needs, tax considerations and future plans such as investment or an exit. The right structure is easier to choose at the outset than to change later.
The articles of association and the shareholder agreement should provide mechanisms for deadlock, such as escalation, mediation, buy-out options or exit rights. Where no mechanism exists, the dispute may have to be resolved through the courts.
Share transfers may be restricted by law, by the articles of association or by a shareholder agreement, for example through approval requirements, pre-emption rights or lock-up periods. These restrictions should be checked before any sale.
A letter of intent or term sheet sets out the main commercial terms before the detailed documents are negotiated. Most of its provisions are usually non-binding, but clauses on exclusivity, confidentiality and costs are often binding.