Poroy Law Firm

Commercial and Corporate Law

The corporate life cycle.

Every step a company takes, from incorporation to liquidation, has a legal counterpart.

Overview

In commercial life, speed usually comes before legal care. Work begins before the contract is signed, shareholdings are created before the transfer is properly recorded, and resolutions are passed without observing the required formalities. The cost of these omissions tends to surface years later, in a dispute file.

The firm's approach is to identify those risks in advance, both when a company's legal structure is created and while it operates. In an ongoing advisory relationship the aim is not that separate advice is sought for every transaction, but that a legal perspective which understands the business is built into its processes from the outset.

Scope

Matters
handled.

  • Incorporation, conversion and liquidation
  • Share transfers and shareholders' agreements
  • Mergers, acquisitions and legal due diligence
  • Drafting and negotiation of commercial contracts
  • General assembly and board procedures
  • Withdrawal, exclusion and dissolution actions
  • Unfair competition and trade secret disputes
  • Current account and commercial receivable disputes

Points to Note

What matters
in practice.

The points that most affect the outcome in this area, and are most often overlooked.

The share ledger

Most shareholder disputes arise from a share ledger that was not kept properly. Up-to-date records are frequently the only available means of proof once a dispute arises.

Jurisdiction and arbitration

The competent court, the governing law and any arbitration clause are at least as decisive as the commercial terms. They are nonetheless often drafted at the last moment and without much thought.

General assembly formalities

Resolutions passed without a properly issued notice may be annulled. Compliance with formal requirements matters as much as the substance of the decision.

Other practice areas

Do you have a matter
in this area?

You may request an initial meeting by telephone or email, and bring the relevant documents with you.

Request a meeting