Corporate and M&A

The structure of a company is fundamental to how it operates, how decisions are made and how the interests of its shareholders are protected. From establishing a new business to acquiring, restructuring or disposing of an existing one, corporate arrangements require careful consideration of ownership, control, governance and legal responsibilities.

We advise companies, entrepreneurs, shareholders, directors and investors on domestic and cross-border corporate matters. Our work encompasses company formation, corporate structuring, governance, mergers and acquisitions, reorganisations and business transfers. We assist clients in establishing companies, subsidiaries, holding companies, special purpose vehicles and corporate groups, taking account of their commercial objectives, ownership arrangements and the legal implications of operating through different entities and jurisdictions.

The choice of corporate structure can have significant consequences for liability, control and the protection of assets. We advise on the allocation of activities and responsibilities between corporate entities, the principle of separate legal personality, limited liability and circumstances in which shareholders, directors or related entities may face personal liability or challenges involving the corporate veil. We also assist businesses in reviewing and adapting existing structures as their activities and requirements evolve.

Shareholder relationships are equally important to corporate stability. We negotiate and prepare shareholder agreements and advise on voting rights, management and control, restrictions on share transfers, minority shareholder protections and mechanisms for resolving deadlocks. We pay particular attention to safeguarding minority shareholders against the improper exercise of majority control, while also advising majority shareholders on their rights, responsibilities and the lawful management of corporate affairs.

We often advise clients on a variety of issues, including:

• Company formation, corporate structuring and reorganisations.

• Shareholder agreements, governance and minority shareholder protection.

• Mergers, acquisitions, disposals and business transfers.

• Corporate due diligence, transaction structuring and documentation.

• Directors’ duties, shareholder rights and corporate liability.

• Corporate disputes, deadlocks and changes in ownership or control.

In mergers and acquisitions, we represent buyers, sellers and other stakeholders throughout the transaction, from initial negotiations and structuring to legal due diligence, contractual documentation and completion. Our due diligence work examines the legal position of the target business, including its corporate records, contractual obligations, assets, liabilities, regulatory compliance and potential legal exposure. We assist clients in identifying risks and negotiating appropriate warranties, indemnities and other contractual protections.

Our involvement frequently continues beyond completion. We advise on changes in corporate ownership and management, amendments to constitutional documents, corporate approvals, directors' duties and internal reorganisations. Where disagreements arise, we represent shareholders, directors and companies in disputes concerning governance, breaches of shareholder agreements, minority rights, directors' responsibilities and the exercise of corporate control, including through litigation where necessary.

Corporate structures and shareholder arrangements must provide stability without becoming obstacles to future development. We seek to establish legal frameworks that protect the rights and interests of those involved while allowing businesses to adapt, grow and pursue new opportunities. Whether establishing a company, protecting a shareholder's position or completing a complex acquisition, our focus is on ensuring that the corporate arrangements reflect the commercial realities and long-term objectives of the business.