Do we need a shareholders’ agreement if we already have articles?

The articles deal with what the law requires. The agreement deals with what concerns you: how someone exits, how the shares are valued, what happens in a deadlock. These are far easier to discuss before the first disagreement.

What does due diligence involve when buying a company?

A pass through the company’s records — corporate, contractual, employment, tax, litigation — so that you know what you are buying. The result is not a verdict but a list of risks, with what can be covered by the contract and what cannot.

Our partner is not paying. Where do I start?

With a properly drafted notice and a check on their position. If the company is active and has assets, recovery makes sense. If not, we discuss other routes from the outset, including directors’ liability.

Corporate & Commercial

Most company-law problems we see were not born in a courtroom but in articles of association drafted in a hurry, or a contract signed because "that is what the partner sent us". The cost shows up later, when the shareholders stop agreeing or when payment is late.

We work both on the building side — incorporations, restructurings, contracts — and on the unblocking side, when relations between shareholders or with commercial partners have seized up.

Situations in which we are called

Two or more partners are starting a business and want articles that survive a disagreement
A shareholder wants out and the others cannot agree on the price or the procedure
A company is being bought or sold and due diligence is needed
A commercial contract is proposed by the counterparty and needs reading before signature
A partner is not paying and recovery has to begin
The group structure needs reorganising — merger, division, contribution in kind

What we cover

Incorporations, amendments to articles, capital increases and reductions
Shareholders’ agreements and clauses that prevent deadlock
Commercial contracts: drafting, negotiation, review
Mergers, divisions and acquisitions, including due diligence on the target
Corporate governance and directors’ liability
Recovery of commercial receivables and insolvency proceedings

How we work

On the building side, we start from what you want to happen if things go badly — not if they go well. The clause that matters is the one nobody wants to discuss at the outset: a shareholder leaving, a deadlocked vote, the departure of the person who brings in the clients.

On disputes and recovery, we first assess whether the other side has anything to pay with. A judgment against an empty company costs as much as one against a solvent company and is worth far less.

What helps us start

The current articles of association and the company registry certificate
The contracts relevant to the matter at hand
Shareholder resolutions from recent years, if the dispute is between shareholders
Invoices and correspondence, if an unpaid receivable is involved

Questions about this service?

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