Corporate Governance & Directors’ Liability
Corporate structures fail when the documents that govern them are drafted for the moment of incorporation, not for the conflicts that follow. This practice covers the legal architecture of a business — from the initial choice of entity and constitutional documents, through governance disputes and structural changes, to dissolution when the business cycle ends.
Advising on the right legal form for a new business — SRL, PFA, or non-profit structure — and drafting constitutional documents that reflect the founders’ actual intentions, not a standard template. The focus is on protecting founding interests before the first dispute arises.
Assistance with the functioning of governing bodies — General Assembly, Board of Directors — including drafting corporate resolutions, implementing statutory amendments, and navigating disagreements between shareholders. Every structural change is documented to hold up against third parties and public authorities.
Drafting and reviewing SHA clauses that govern what happens when shareholders disagree, exit, or need to be excluded. Assistance with share transfer transactions, including legal review of the transaction structure and identification of exposure before signing.
Managing voluntary dissolution and simplified liquidation procedures for companies that have reached the end of their operational cycle.
Advising directors on the boundaries of their mandate — where personal liability begins, how to document decisions that carry financial risk, and what protections can be built into the company’s governance structure before a crisis opens.