Corporate law

A company is a set of relationships as much as a legal person: between the shareholders who own it, the directors who run it, and the investors, lenders and buyers who deal with it. Those relationships are settled on paper at the start and then tested for years — at every financing round, every change of control, every disagreement over where the business should go. Most of the time the paper is never read. When it is, it decides the outcome.

Corporate law governs that whole life of the company, from how decisions are taken to how the company is bought, sold, reorganised or fought over:

• the rules on corporate governance — who decides what, and how a decision is properly taken and recorded;
• the rules on directors’ duties, and where a director’s personal liability begins;
• the rules on shareholders’ rights, minority protection and shareholders’ agreements;
• the rules on issuing and transferring shares, and on the classes that carry different rights;
• the rules on mergers, acquisitions and the due diligence that precedes them;
• the rules on investment rounds, convertible instruments and the terms investors ask for;
• the rules on restructuring a company or a group — contribution, merger, demerger and conversion;
• the rules on deadlock, exclusion and exit when shareholders stop agreeing;
• the rules on corporate litigation, and on the claims a company, its directors and its shareholders may bring against one another.

Our lawyers can support you in all these areas of law.