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BARROSOADVOGADOS

Corporate and Company Law

Corporate Law

Corporate structuring, shareholder agreements and the legal decisions of the company's routine.

The corporate life of a company produces decisions that cannot be made on accounting grounds alone. Admission and withdrawal of partners, changes in ownership, distribution of profits and the definition of management powers have lasting and often irreversible legal effects. Work in this area addresses those decisions before they become litigation.

Situations the area handles

  • Company formed without a partners' agreement and with undefined management powers.
  • Disagreement among partners over profit distribution, investment or business direction.
  • Admission of a new partner, investor or executive holding an equity interest.
  • Exit, exclusion or death of a partner and appraisal of the interest.
  • Reorganization of a corporate group, spin-off, merger or change of company type.
  • Personal liability of managers for acts of management.

What the work produces

  • Articles of association or bylaws drafted to match the actual operation.
  • Partners' or shareholders' agreement with rules on voting, exit and succession.
  • Legal opinions on the powers of corporate bodies and the limits of management authority.
  • Minutes, resolutions and filings with the Junta Comercial.
  • Structuring of corporate reorganizations and handling of the corresponding acts.

When to seek it

Before formalizing the admission of a partner, before changing the capital structure, and whenever a management decision may later be questioned. Reviewing a corporate document in advance costs less, in time and in risk, than arguing later over what it meant.

Talk about corporate law

Describe the transaction and the stage it is at. The reply indicates what needs to be verified before the decision.