We serve as trusted advisers to companies, individuals, boards and board committees on corporate governance matters of all kinds – and particularly for matters that require critical strategic decisions in the face of substantial economic risk or reputational exposure.
Drawing on the breadth and depth of expertise, we advise our clients on the whole range of corporate issues including:
- company formation and constitution (including advising on the most appropriate choice of vehicle for our client’s needs);
- general company administration and shareholder meetings (including reviewing annual report and accounts, directors’ remuneration reports and notices of meetings);
- regulatory compliance (including corporate governance issues)
- share capital issues (including share rights, conversion rights, declaration of dividends and the redemption and transfer of shares);
- directors’ duties, conflicts of interest and transactions and arrangements with directors; and
- shareholder activism (including unfair prejudice, derivative actions and class rights).
Management and Governance
- Advising on the removal of directors,
- claims that directors have breached their duties,
- Director misfeasance claims,
- defending disqualification proceedings
- advising directors on the proper exercise of fiduciary powers, avoiding conflicts of interest, and other corporate governance issues.
From structuring, formation to early phases we determine the best strategy and structure such as corporations, LLCs and other types of entities that best meet our clients’ specific goals.
We have specialist expertise in litigation resulting from corporate transactions and related shareholder disputes, including:
- deadlocks, allotment of shares for an improper purpose, to the suppression of the rights of minority owners, buyouts, breaches of contract and fiduciary duty
- Derivative actions;
- unfair prejudice claims;
- court-ordered buyouts of minority shares and valuation disputes
- statutory petitions for just and equitable winding up
Joint venture agreements
- Shareholders agreements, partnerships and limited liability partnerships
- Contract drafting and negotiation concerning employment, agency, confidentiality, non-compete clauses.