Corporate Law

The corporate law significantly affects the ways in which the companies operate. It also has a great impact on their management effectiveness and security. Corporate law regulations are often very complex and it may prove rather troublesome to apply them in a manner that is both correct and practical from the viewpoint of the business entities. At the same time, wrong application of the law may create various risks for the companies and their managements alike.

Professional legal advisory services in the scope of the corporate law shall enable to organize and conduct the business dealings effectively and in a manner that will mitigate the legal risks run by the executives and the shareholders of the company, and the company as a whole.

We offer comprehensive legal services in the area of corporate law. Our advisory services cover, inter alia, the following:

Incorporation of companies

  • Advisory services on starting a new business, especially assistance with selecting the most suitable legal form for the intended business activity;
  • Review of the existing corporate structure, liaising with the client on the required details and form of the company to be incorporated, structuring advice;
  • Preparation of draft corporate documentation, related advisory on the local rules of corporate governance and financing;
  • advisory services on creating branches and representative offices of the foreign enterprises in the United States, and preparation of draft documents required to found a company/branch/representative office;
  • Incorporation of the company, representation of the client in the incorporation procedure;
  • preparation of draft statutes and articles of associations of the companies established;
  • Shareholders agreements/Joint venture agreements
  • Registration of branch offices and representative offices.
  • Corporate compliance and governance:
  • Company secretarial services;
  • Preparation of internal by-laws, corporate governance structure and rules;
  • Ad hoc advisory services on the corporate aspects of the business activities of an enterprise, especially preparation of draft resolutions to be adopted by the company’s bodies, support during shareholders’ meetings, approval and filing of the annual financial statements, etc.;
  • Assistance related to changes of the company’s features, e.g. change of directors, object of activity, headquarters, offices, etc.;
  • Advisory services in the area of amendments to the statutes and articles of associations of the companies, especially in respect of changes of the share capital, authorization of company’s units and shareholders, business undertakings etc.

Corporate financing

  • Advisory and assistance in capital increase and capital reduction procedure;
  • Intra-group loan and security documentation;
  • Assistance in remedying the negative equity situation of the companies by debt to equity swap or any other means allowed by applicable laws.
  • Intra-group reorganization:
  • General legal advisory services on restructuring processes, also in respect of cross-border mergers;
  • Preparation of draft documents required in the restructuring processes, e.g. resolutions of company’s bodies, representations by members of those bodies, etc.;
  • Share transfers by intra-group sale, capital transaction or any other legal title, including preparation of transaction documents and registration with the commercial register;
  • Intra-group merger or demerger of companies either for reorganization purposes or as preparation of third-party acquisitions;
  • Advisory and representation services in the proceedings regarding entering transformations, divisions and mergers;
  • Support in voluntary liquidation and winding up procedures.

Corporate Disputes

Corporate law in the United States is a complex field that often gives rise to disputes among shareholders and governance conflicts within corporations. These conflicts can threaten the stability and profitability of a company, making it crucial for businesses to understand how to navigate them effectively.

Common Shareholder Disputes

Shareholder disputes arise when disagreements occur among individuals or entities that own shares in a corporation. Some of the most frequent causes of these disputes include:

  1. Breach of Fiduciary Duty: Shareholders may claim that corporate officers or directors have acted in their own interests rather than in the best interest of the company and its shareholders.
  2. Minority Shareholder Oppression: Minority shareholders may argue that majority shareholders or the board of directors are making decisions that unfairly disadvantage them.
  3. Dividend Disputes: Shareholders may disagree over the distribution of profits and whether dividends should be issued.
  4. Disagreements Over Mergers and Acquisitions: Shareholders might have conflicting opinions about the direction of the company, especially when major decisions like mergers or acquisitions are at stake.
  5. Stock Valuation Conflicts: Differences in opinion regarding the valuation of shares during buyouts or transfers can lead to significant disputes.

Governance Conflicts Within Corporations

Corporate governance refers to the system of rules, practices, and processes by which a company is directed and controlled. Conflicts in governance often stem from:

  1. Boardroom Power Struggles: Disagreements among board members regarding strategic decisions can hinder corporate progress.

  2. Ethical and Compliance Issues: A lack of adherence to corporate governance policies can create legal risks and damage a company’s reputation.

  3. Conflicts Between Shareholders and Management: Disputes may arise when shareholders feel that corporate executives are not acting in the best interests of the company.

  4. Hostile Takeovers: When external entities attempt to acquire a company without the board’s approval, legal battles often ensue.

Contact our law firm to learn more about our corporate legal services.