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Corporate design and governance
Whether you are starting your own company or buying an existing one, getting the basics right from the start, with proper legal advice, is critical to business success.
Likewise, having well-drafted articles of incorporation, bylaws, corporate regulations, and governance agreements is key to preventing problems.
Castro Sammartino & Pierini can assist you, among other issues, in:
1) Design and implementation of the legal vehicle
- To decide whether the company will have one or more partners, which is the best form of organization or corporate structure for the venture (corporation, limited liability company, simplified corporation, one or more companies for different business units, holding company, etc.), what corporate purpose it will have, and what will be the required capital stock according to your business plan;
- To develop tailor-made articles of incorporation or bylaws, avoiding standard documents, and regulating in detail, among other issues, management operation, governance and audit, mechanisms for breaking ties and avoiding the paralysis of business, restrictions on the transfer of shares and quotas, and conflict resolutions;
- To execute the articles of incorporation and by-laws, incorporate the company with the Public Registry, and apply for additional government authorizations required for regulated activities;
- In the case of foreign companies, to register before the Public Registry the branch, or the foreign companies that will be the partners of the local subsidiary company, and to act as legal representatives in the country of the foreign partners;
- To be members of the board or managing body, and act as statutory auditors.
2) Corporate governance
- To draft, register with the Public Registry, and implement the corporate regulations governing the operation of the board of directors or management body;
- To implement management agreements;
- To devise shareholder or partner agreements to prevent conflicts;
- To design mechanisms for the exit of partners, sales options (puts and calls), sales to third parties, dragging of partners in the sale to third parties or inclusion of partners in the sale made to third parties (drag along and tag along), etc.;
- To constitute the shareholders’ syndicates or trusts that are necessary for the best operation of the company;
- To design an adequate structure of powers of attorney for management (general powers of management, disposition, banking, tax, human resources management, etc.);
- To assist in the convening, development, and voting of board meetings, shareholders meetings, and other management and corporate governance bodies;
- To implement the minutes of the board of directors and shareholders meetings, and register the corporate decisions before the Public Registry;
- To advise on obligations and liabilities of the corporate bodies (board of directors, management, statutory auditors, and legal representatives), duties of partners and managers in transactions with the company, use of confidential information, taking advantage of commercial opportunities and competition with the company itself.
3) Purchase and sale of shares and quotas. Mergers, spin-offs
- To conduct due diligences and implement all of the contracts and corporate acts for the purchase and sale of shares, quotas and control holdings;
- To advise on corporate reorganization mergers and spin-offs, and spin-offs as mechanisms for the separation of partners in conflict.
4) Dispute resolution and litigation
- To introduce to the articles of incorporation, bylaws, and shareholders’ agreements the necessary mechanisms for dispute resolution;
- To assist and provide representation in disputes arising out of matters between partners, between partners and the company, between the company or partners and managers, between partners’ former spouses or heirs and the company, etc.
5) Compliance audits (business health check)
- To conduct legal audits on articles of incorporation, bylaws, books and other corporate documents to solve or prevent legal problems.
6) Collaboration groups, joint ventures and other alternative business structures
- To advice on and implement alternative business structures other than companies, such as business collaboration groups, joint ventures, associative contracts and cooperation consortiums.
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