Corporate

We set up companies and branches of foreign companies, draft and amend articles of association and register changes with the Commercial Register. We design the company’s internal structure — governing bodies, powers, decision-making rules and internal policies — so that responsibilities are clear and the exposure of directors and board members is limited. Our experience includes service on a board of directors, so we know corporate governance from the inside as well as from the outside.

We advise on mergers and acquisitions, transfers of shares, capital increases and reductions, mergers, demergers and liquidations. Before any transaction we carry out legal due diligence on the company — title to the shares, corporate resolutions, contracts, liabilities and pending disputes — so that the client knows what it is acquiring and at what price. We draft shareholders’ agreements that settle control, profit distribution and exit before any dispute arises.

We also advise companies as employers — on employment contracts and management agreements, internal pay and work rules, disciplinary liability, termination of employment and employment disputes.

Where a dispute has already arisen, we represent shareholders and companies in actions to annul resolutions of the general meeting, to expel a shareholder, to hold directors and board members liable and to determine the value of shares. We act in such disputes in the construction, tourism and energy trading sectors, where what is at stake is usually control of the business itself.